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VJIL CONSULTING LIMITED

23rdANNUAL REPORT

2014-15

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Contents Page No

1. Notice 032. Director’s Report 183. AOC -1 to the Directors Report 254. Management Discussion & Analysis 27 5. Corporate Governance 306. Auditor’s Report 627. Balance Sheet 678. StatementofProfit&Loss 689. Cash Flow Statement 6910. Notes 70

Consolidated Financial Statements

11. Auditor’s Report on Consolidated Financial Stetements 8312. Consolidated Balance Sheet 8813. ConsolidatedProfit&LossAccount 8914. Consolidated Cash Flow Statement 9015. Notes on Consolidated Financial Stetements 9116. E-Voting Process 10517. Attendance Slip 10718. Proxy Slip 109

23RD ANNUAL GENERAL MEETING Wednesday, 30th Day of September, 2015

At 10:00 AMTyagaraya Gana Sabha,

Chikkadpalli, Hyderabad - 500095

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BOARD OF DIRECTORS

MR. M.SATYENDRA : Chairman and Managing DirectorMRS. M. SUNITHA : DirectorMR. J S S MURTHY : DirectorMR. G NAGENDRA : DirectorMR. RAJESH KATRAGADDA : Director

COMPANY SECRETARY & COMPLAIANCE OFFICER:Mr. M.K.Bhaskara Teja

CHIEF FINANCIAL OFFICER (CFO)Mrs. M.Sunitha

SECRETARIAL CONSULTANTSM/s. P.S Rao & AssociatesCompany Secretaries,6-3-347-22/2, Flat-10, 4th Floor, Iswarya Nilayam, Dwarakapuri ColonyOpp:Saibaba temple, Punjagutta,Hyderabad, Telengana - 500082

INTERNAL AUDITORSVP & Co, Chartered Accountants

STATUTORY AUDITORSM Anandam & Co.Chartered Accountants7A, Surya Towers, S P RoadSecunderabad-500003.

AUDIT COMMITTEEMr. G.Nagendra (Chairman)

Mr J S S Murthy

Mr Rajesh Katragadda

NOMINATION AND REMUNERATION COMMITTEEMr. G.Nagendra (Chairman)Mr J S S MurthyMr Rajesh Katragadda

STAKEHOLDER RELATIONSHIP COMMITTEEMr. G.Nagendra (Chairman)Mr J S S MurthyMr Rajesh Katragadda

BOARD COMMITTEES

BANKERSState Bank of HyderabadIndustrial Finance BranchPunjagutta, Hyderabad-500082 REGISTERED OFFICE:VJIL CONSULTING LIMITED3rd Floor Western Wing, NCC HouseSurvey No-64, Madhapur, Hyderabad, Telengana -500082CIN: L74140TG1992PLC014182Web: www.vjil.com

REGISTRAR & SHARE TRANSFER AGENTBigshare Services Private LimtedFlat No. 306, Right Wing, 3rd FloorAmrutha Ville Apt., Opp.Yashodha Hospital,Raj Bhavan Road, SomajigudaHyderabad – 500082

LISTED AT: BSE Limited

Company Information

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NOTICENotice is hereby given that the 23rd Annual General Meeting of the members of the company will be held on Wednesday 30th September, 2015 at 10.00 A.M. at Tyagaraya Gana Sabha, Chikkadpalli, Hyderabad, Telangana - 500095 to transact the following business:

ORDINARY BUSINESS:1) To receive, consider and adopt the Audited Balance Sheet of the company as at 31.03.2015 and

theStatementofProfitandLossfortheyearendedonthatdateandtheReportoftheBoardofDirectors’ and the Auditor’s report thereon.

2) To appoint a director in place of Mr. Satyendra Manchala (DIN: 01843557) who retires by rotation and being eligible, offers himself for re-appointment.

3) Toconsiderandifthoughtfit,topasswithorwithoutmodification(s),thefollowingresolution

as ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of section 139, 141, 142 and other applicable provisions if any, of the companies Act, 2013 and the rules framed there under, as amended from time to time, and pursuant to the recommendation of the Audit Committee and resolution passed by the members in the 22nd Annual General Meeting, M/s. M. Anandam & Co., Chartered Accountants, (Registration no.000125S) who were appointed as the Statutory Auditors of the Companytoholdtheofficetilltheconclusionof25thAnnualgeneralmeetingbeandareherebyratifiedandBoardofDirectorsbeandherebyauthorizedtofixtheremuneration,inadditiontoreimbursement of all out of pocket expenses in connection with the audit of the accounts Of the Companyforthefinancialyearending31stMarch,2016.”

SPECIAL BUSINESS:

4) APPOINTMENT OF MRS. M SUNITHA AS DIRECTOR

Toconsiderandifthoughtfit,topasswithorwithoutmodification(s),thefollowingresolutionas an ORDINARY RESOLUTION

“RESOLVED THAT pursuant to the provision of the Section 149, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and QualificationofDirectors)Rules,2014Mrs.M.Sunitha(DIN:06741426)whowasappointedasanAdditionalDirectorandholdstheofficetilltheensuingAnnualGeneralMeetingandinrespectofwhom the Company has received a notice in writing from a member proposing his candidature fortheofficeofDirectorliabletoretirebyrotation,beandisherebyappointedasDirectorofthecompany.”

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5) APPOINTMENT OF MR. RAJESH KATRAGADDA AS INDEPENDENT DIRECTOR

Toconsiderandthoughtifthoughtfit,topasswithorwithoutmodificationthefollowingresolutionas SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and QualificationofDirectors)Rules,2014andotherapplicablerules,ifany,Mr.RajeshKatragadda,who was appointed as an Additional Director, whose term expires at the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing from a member proposinghiscandidaturefortheofficeofDirector,beandisherebyappointedasanIndependentDirectoroftheCompanytoholdofficeforaperiodofFive(5)consecutiveyearsfromtheensuingAnnualGeneralMeeting”.

6) ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION OF THE COMPANY CONTAINING REGULATIONS INCONFIRMITY WITH THE COMPANIES ACT, 2013:

Toconsiderandifthoughtfit,topasswithorwithoutmodificationthefollowingresolutionasSPECIAL RESOLUTION

“RESOLVED THAT pursuant to provisions of section 14 and all other applicable provisions of the companies Act, 2013 read with companies (Incorporation) Rules, 2014 (including any statutory modification(s)orre-enactmentthereof,forthetimebeinginforce)thedraftregulationscontainedin the Articles of Association be and are hereby approved and adopted in substitution, and to the entire exclusion, of the regulations contained in the existing Articles of Association of the company.

“RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorizedtodoallactsandtakeallsuchstepsasmaybenecessary,properorexpedienttogiveeffecttothisresolution.”

7) INCREASE IN THE AUTHORISED SHARE CAPITAL

Toconsiderandifthoughtfittopasswithorwithoutmodification(s),thefollowingresolutionasSPECIAL RESOLUTION

“RESOLVED THAT pursuant to the provisions of sections 61, 64 and all other applicable provisions, ifanycontainedunderthecompaniesact,2013(includinganystatutorymodifications(s)orre-enactments(s) thereof for the time being in force ) read with Rules there under, the Authorised Share Capital of the company be and is hereby increased from 9,00,00,000/- (Rupees Nine Crores) dividedinto90,00,000(NinetyLacsOnly)EquitySharesofRs.10/-(RupeesTenOnly)eachto10,00,00,000/-(RupeesTenCroresOnly)Dividedinto1,00,00,000(OneCroreonly)EquitySharesofRs.10/-(RupeesTenonly)each.”

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“FURTHER RESOLVED THAT pursuant to the provisions of section 13, 61 and 64 and other applicable provisions of companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the rules framed there under, the consent of members of the company be and here is by accorded for amend the existing clause v of the memorandum of Association of the company with the following clause:

V. TheAuthorizedsharecapitalofthecompanyisRs.10,00,00,000(RupeesTenCrores)dividedinto1,00,00,000(OneCroreonly)EquitysharesoffacevalueofRs.10/-(RupeesTen)each.

“FURTHUR RESOLVED THAT the Board of Directors / Director of the company be and are hereby authorizedseverallytodoallsuchactsanddeedsasmaybedeemedexpedientandnecessarytogiveeffecttothisresolution.”

8) CHANGE OF NAME OF THE COMPANY:

Toconsiderand,ifthoughtfit,topasswithorwithoutmodification(s)thefollowingresolutionasa SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of section 4, 13 and any other applicable provision of the companies Act, 2013 (the Act) read with Companies (Incorporation) Rules, 2014 and all otherapplicableprovisions,ifany,oftheAct(includingstatutorymodification(s)orre-enactmentthereofforthetimebeinginforce)andsubjecttotheapprovaloftheCentralgovernment(powerdelegated to Registrar of Companies), the consent of members be and hereby accorded to change the existing name of the company from “VJIL CONSULTING LIMITED” to “ATHENA GLOBAL TECHNOLOGIES LIMITED”orsuchothernameavailablebytheRegistrarofcompaniesandagreeduponbytheboardofdirectorsofthecompany.”

“RESOLVED FURTHER THAT the Name Clause in the memorandum of association of the Company be altered accordingly

“RESOLVED FURTHER THAT Boardofdirectorsofthecompanybeandareherebyauthorizedtodoallsuchacts,deedsandthingsasmayberequiredforgivingeffecttothisresolutionandmake to necessary application for obtaining approval to change of name of the company to the Registrar of Companies, and to do all such acts and things as may be deemed necessary in this regard.”

9) REVISION OF REMMUNERATION OF SRI M SATYENDRA AS CHAIRMAN & MANAGING DIRECTOROF THE COMPANY:

Toconsiderand,ifthoughtfit,topasswithorwithoutmodification,thefollowingresolutionasa SPECIAL RESOLUTION:-

“RESOLVED THATinpartialmodificationofResolutionNo.6passedatthe22ndAnnualGeneralMeeting of the Company held on Saturday 27th September 2014 for the appointment and terms

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of remuneration of Mr. M Satyendra, chairman & Managing Director of the Company, pursuant to the provisions of Sections 196, 197 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules made there under, as amended from time to time, read with Schedule V to the Act, consent of the members be and is hereby accorded to the revision in the terms of remuneration of M Satyendra, chairman & Managing Director of the Company, by way of change in the maximum amount of basic salary payable to Mr. M Satyendra,(including the remunerationtobepaidintheeventoflossorinadequacyofprofitsinanyfinancialyearduringthe tenure of his appointment) with authority to the Board of Directors (hereinafter referred to asthe“Board”,whichtermshallbedeemedtoincludeanyCommitteeoftheBoardconstitutedtoexerciseitspowers,includingthepowersconferredbythisResolution)tofixhissalarywithinsuchmaximumamount,increasingthereby,proportionately,allbenefitsrelatedtothequantumof salary, with effect from 1st October 2015 for the remainder of the tenure of his contract, as set out in the Explanatory Statement annexed to the Notice convening this meeting.

RESOLVED FURTHER THATtheBoardbeandisherebyauthorizedtotakeallsuchstepsasmaybenecessary,properandexpedienttogiveeffecttothisResolution.”

10) PREFERENTIAL ISSUE OF EQUITY SHARES AND WARRANTS

Toconsiderandifthoughtfittopasswithorwithoutmodification(s),thefollowingresolutionas SPECIAL RESOLUTION

“RESOLVED THAT pursuant to the provisions of Section 62, 42 and other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder, the Memorandum of Association and Articles of Association of the Company, the Foreign Exchange Management Act, 1999, as amended,asamended,andtherules,regulations,guidelines,notificationsandcirculars,ifany,issued by the Government of India, the Foreign Investment Promotion Board, the Reserve Bank of India, the Securities and Exchange Board of India [(including the Securities and Exchange Board ofIndia(IssueofCapitalandDisclosureRequirements)Regulations,2009,asamended(the“SEBIICDRRegulations”)oranyothercompetentauthority,whetherinIndiaorabroad,fromtimetotime,to the extent applicable, including the enabling provisions of the listing agreements entered into withthestockexchangesonwhichtheCompany’sequitysharesarelisted(the“StockExchanges”),andsubject to thepermissions, consents, sanctionsandapprovalbyanyauthority,asmaybenecessary,andsubjecttosuchconditionsandmodificationsasmaybeprescribedwhilegrantingsuch approvals, consents, permissions and sanctions and which may be agreed to by the Board of DirectorsoftheCompany(hereinafterreferredtoasthe“Board”),theconsentoftheCompanybeandisherebyaccordedtotheBoardtocreate,issue,offer,andallot,upto10,00,000equitysharesoffacevalueofRs.10/-each(the“EquityShares”)forcashatanissuepriceofRs.12.00(includingapremiumofRs.2/-perequity share),aggregatingRs.1,20,00,000/-, toMrMSatyendraonapreferentialbasis(the“PreferentialIssue”),atsuchtimeortimes,inoneormoretrenchesandonsuchtermsandconditionsandinsuchmanner,astheBoardmaythinkfitinitsabsolutediscretionasdetailedhereunder:andupto10,00,000Warrants(“Warrants”)onapreferentialbasistoMr.MSatyendrawhichshallbeconvertible/exercisableintoequalnumberofequitysharesofthe

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Company at the option of the Warrant holder, in one or more trenches, at an issue/exercise price ofRs.12perEquitySharenotlaterthan18monthsfromthedateoftheirallotmentinaccordancewith the SEBI ICDR Regulations or other provisions of the law as may be prevailing at the time ofallotmentofequityshares,conversionorexerciseofwarrants.

“RESOLVED FURTHER THAT in accordance with the provisions of Chapter VII of the SEBI ICDR Regulations,the“RelevantDate”forthepurposeofcalculatingthefloorpriceforthepreferentialissue is 31st August 2015 which is the date falling 30 days prior to the date of this Annual General Meeting”

RESOLVED FURTHER THATtheEquityShares/warrantsshallbeissuedandallottedbytheCompany to the proposed allotee within a period of 15 days from the date of passing of this resolution,providedthatwheretheallotmentofthesaidEquitySharesispendingonaccountofpendency of any approval for such allotment by any regulatory / statutory authority or the Central Government, the allotment shall be completed within a period of 15 days from the date of such approval.

“RESOLVED FURTHER THAT theEquityShares/Equitysharesuponconversionofwarrantto be offered, issued and allotted through the Preferential Issue shall rank paripassu with the existingEquitySharesoftheCompanyinallrespects,includingdividendandshallbesubjecttothe provisions of the Memorandum of Association and the Articles of Association of the Company.

“RESOLVED FURTHER THAT theEquitySharestobeissuedandallottedshallbesubjecttolockin as provided under the SEBI Regulations.

“RESOLVED FURTHER THATsubjecttotheprovisionsofSEBIRegulationsandotherapplicablelaws,theBoardbeandisherebyauthorizedtovary,modifyoralteranyoftherelevanttermsandconditions,includingsizeofthepreferentialissueasitmaydeemexpedient.

“RESOLVED FURTHER THATtheBoardbeandisherebyauthorizedtodoallsuchacts,deeds

andthings,includingfixingthetimingoftheissueofEquitySharestobeofferedandtoexecuteallsuch deeds, documents, writings as it may in its absolute discretion deem necessary or incidental and pay such fees, etc. and incur such expenses in relation thereto as it may deem appropriate for giving effect to this Resolution.”

By order of the Board VJILCONSULTINGLIMITED Sd/- M.KBHASKARATEJA Company Secretary & ComplianceOfficerPlace: Hyderabad Date: 07.09.2015

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NOTES:

1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a member of the company. The instrument of proxy, inordertobeeffective,shouldbedepositedattheregisteredofficeofthecompany,dulycompleted and signed, not later than 48 hours before the commencement of the meeting. A proxy form is annexed to this report. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution / authority, as applicable.

2. Corporatemembersintendingtosendtheirauthorizedrepresentativestoattendthemeetingarerequestedtosendtothecompanyacertifiedcopyofboardresolutionauthorizingtheirrepresentative to attend and vote on their behalf at the meeting.

3. The Register of the members and share transfer books of the Company will close from Thursday 24th September, 2015 To Wednesday 30th September, 2015 (both day inclusive) for the purpose of 23rd Annual General Meeting.

4. Membersarerequestedtoquoteledgerfolionumberinalltheircorrespondencetoavoiddelay in communication.

5. Members are advised to consolidate their ledger folios where they are holding shares in differentfoliosinthesamename/sequenceofnames.

6. Electronic copy of the Annual report is being sent to all the members whose email IDs are registeredwiththeCompany/DepositoryParticipants(s)unlessanymemberhasrequestedfor hard copy of the same. For members who have not registered their email address, physical copies of the Annual report is being sent in the permitted mode.

7. Members desirous of obtaining any information on the Annual Accounts of the company arerequestedtowritetothecompanyatleast7workingdaysbeforethedateofthemeetingtoenablethecompanyforthecompilationoftherequiredinformation.

8. Topromotegreeninitiative,membersarerequestedtoregistertheire-mailaddressesthroughtheir Depository Participants for sending the future communications by e-mail. Members holding the shares in physical form may register their e-mail addresses through the RTA, giving reference of their Folio Number.

9. Voting through electronic means

a. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the 23rd Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services providedbyCentralDepositoryService(India)Limited(CDSL):

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b. Commencement of e - voting: From 10.00 A.M. on Saturday 26th September, 2015 to 05.00 P.M. on Tuesday 29th September, 2015

c. E-voting shall not be allowed beyond 05.00 P.M. on Tuesday 29th September, 2015. During the e-voting period, shareholders of the Company, holding shares either in physical form may cast their vote electronically.

d. The login ID and password for e-voting along with process, manner and instructions for e-voting is being attached at the end of the Annual Report.

e. The Company has appointed Mr. Yellareddy Vootkuri, Practicing Chartered Accountant, Hyderabadas Scrutinizer for conducting the e-votingprocess for theAnnualGeneralMeeting in a fair and transparent manner

By order of the Board VJILCONSULTINGLIMITED Sd/- M.KBHASKARATEJA Company Secretary & ComplianceOfficerPlace : HyderabadDate : 07.09.2015

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT,2013ITEM NO. 4

Mrs M.Sunitha was appointed as an Additional Director w.e.f. November 06, 2014 in accordance with the provisions of section 161 of the Companies act, 2013. Pursuant to section 161 of the Companies act, 2013theabovedirectorholdsofficeuptothedateoftheensuingtheAnnualGeneralMeeting.Inthisregardthecompanyhasreceivedrequestinwritingfromamemberofthecompanyalongwithrequireddeposit, proposing Smt M.Sunitha candidature for appointment as Director of the company, liable to retire by rotation in accordance with the provisions of section 160 and all other applicable provisions of the Companies act, 2013. The board feels that presence of Smt M.Sunitha on the board is desirable and wouldbebeneficialtothecompanyandhencerecommendresolutionNo:4foradoption.

NoneofthedirectorsorKeyManagerialPersonnelandtheirrelativesexceptSmtM.Sunithaisconcernedorinterested(financiallyorotherwise)inthisResolution.

ITEM NO. 5

Mr.RajeshKatragaddawhowasappointedasanAdditionalDirectorofthecompanyw.e.f.13thAugust,2015pursuanttotheprovisionsofSection161oftheCompaniesAct,2013,holdsofficeuptothedateofthis Annual General Meeting of the company and is eligible for appointment. In terms of Section 160 of theCompaniesAct,2013,thecompanyhasreceivedanoticeinwritingalongwithadepositofrequisiteamountfromaMembersignifyinghisintentiontoproposethecandidaturefortheofficeofDirector.

Inacareerspanof15yearsRajesh.KhasworkedinvariousdecisionmakingrolesinDirectorship/SeniorExecutive management and Finance operations for well-known national and multinational companies.His core competencies include working in both Manufacturing/ IT companies / Business Intelligence companies these include in the areas of Power, Granite, Coffee Productions, Software Development projects - offshore/Onshore/Credit ratingagencies and trade reconciliations, transferpricingandwealth management.

Hisexpertiseinfinancedomainareasincludesworkinginfundsflow,CashCredits,WorkingCapitalManagement and understanding the key vitals on macro economics which effect the key functioning of the business.

Further, in terms of Section 149 read with Schedule IV of the Companies Act, 2013, the Board of Directors has reviewed thedeclarationmadebyMr.RajeshKatragadda andunderClause49of theListingAgreementHepossessesappropriateskills,experienceandknowledge,interalia,inthefieldoffinancethat he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, andtheBoardisofopinionthathefulfillstheconditionsspecifiedintheCompaniesAct,2013andtherules made there under and is independent of the management.

In terms of section 149(10) of the Companies Act, 2013, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company but shall be eligible for reappointment on passing of a special resolution by the company for a further period of up to five years. In view of the above provisions, the proposal for the appointment of Mr. RajeshKatragaddaasIndependentDirector,notliabletoretirebyrotation,fora periodoffiveyearshas been put up for the approval of shareholders.

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Accordingly, your Directors recommend the Resolution for the approval of the shareholders appointing MrRajeshKatragaddaasanIndependentDirectorofthecompany,notliabletoretirebyrotation,foraperiodoffiveyears.

SaveandexceptMr.RajeshKatragaddaandhisrelatives,totheextentoftheirshareholdinginterest,ifany,intheCompany,noneoftheotherDirectors/KeyManagerialPersonneloftheCompany/theirrelativesare,inanyway,concernedorinterested,financiallyorotherwise,intheresolution.

The Board commends the Special Resolution set out at Item No. 5 of the Notice for approval by the shareholders.

ITEM NO. 6

TheArticlesofAssociation(“AOA”)ofthecompanyaspresentlyinforcearebasedonthecompaniesAct,1956andseveralregulationsintheexistingAoAcontainreferencestospecificsectionsofthecompaniesAct, 1956 and some regulations in the existing AoA are no longer conformity with the present companies Act, 2013

With the coming into the force of the companies Act, 2013 several regulations of the existing AoA of the companyrequirealterationordeletionsinseveralarticles.Giventhisposition,itisconsideredexpedientto wholly replace the existing AoA by a new set of articles. The new AoA to be substituted in place of the existing AoA are based on Table ‘F’ of the companies Act, 2013 which sets out the model articles of association for a company limited by shares.

None of the directors and key managerial personnel of the company and their relatives is concerned or interested,financialorotherwise,intheresolutionsetoutatItemNo:6

ITEM NO.7

Thecompany,inordertomeetitsgrowthobjectivesandtostrengthenitsfinancialposition,mayberequiredtogenerate longtermresourcesbyissuingsecurities. It is thereforedeemedappropriatetoincreasetheAuthorizedShareCapitaloftheCompanyfrom9Croresto10crores.

Pursuant to the provisions of Section 13, 61 of the Companies, Act, 2013 read with Rules there under, any increaseintheAuthorizedsharecapitalofthecompanyrequiresapprovalofthemembers.

Hence, the resolution is commended for your approval.

The copy of the Memorandum and Articles of Association of the Company will be placed in the Annual GeneralMeetingandwillbeopenforInspectionattheRegisteredOfficeoftheCompanyfrom10.00A.M. to 6.00 P.M. on all working days up to the date of the Annual General Meeting.

Noneof thedirectorsorKeyManagerialPersonnel and their relatives are concernedor interested(financiallyorotherwise)inthisResolution.

ITEM NO: 8

The board of directors of the company in their meeting has propose to change the name of the company from“VJILCONSULTINGLIMITED”to“ATHENAGLOBALTECHNOLOGIESLIMITED”,asthenewname of the Company emphasis more on the business of the Company .

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Pursuant to the provisions of Section 13(2) of the Companies Act, 2013, any alteration in the name clause of the Memorandum of Association of the Company shall be made only after obtaining the consent of the shareholders by passing a Special resolution and the approval of the Central Government, Registrar of Companies and all other statutory approvals.

NoneoftheDirectors/KeyManagerialPersonneloftheCompany/theirrelativesareinanyway,concernedorinterested,financiallyorotherwise,intheSpecialResolution,exceptasshareholdersofthe Company.

A copy of the Memorandum of Association and Articles of Association of the Company together with the proposed amendments is available for inspection by the Shareholders of the Company at the Registered OfficeoftheCompanybetween11.00a.m.and1.00p.m.onanyworkingdayoftheCompanyuptoAnnual General Meeting

ITEM NO.9

At the AGM held on Saturday 27th September 2014, the Members of the Company had approved the appointment and terms of remuneration of Mr. M Satyendra, chairman & Managing Director of the Company for a period of 3 years from 14th May, 2014, including inter alia salary up to a maximum of 200000permonth,withauthoritytotheBoardtofixhissalarywithintheabovementionedscale.Itisproposed to revise the maximum basic salary payable to. Mr. M Satyendra to 3, 00,000 per month with effect from 1st October, 2015 for the remainder of his term up to 13th May, 2017 with proportionate increaseinthebenefitsrelatedtohissalarywithintheoveralllimitsprescribedundertheprovisionsofsection 197 read with rules and Schedule V of the Companies Act, 2013

Pursuant to the provisions of Part II section II of Schedule XVI of the Companies Act, 2013, any such changes in the terms carrying the aforesaid remuneration, (in the context of your company), needs to be approved by the members by passing a Special Resolution.

Hence the resolution is proposed for your approval

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Statement as per Part II Section II of Schedule VI. Genaral Information1 Nature of Industry SOFTWAREDEVELOPMENT&CONSULTING2 Date or expected date of commencement of commercial production 14.02.19953 In case of new companies, expected date ofcommencementofactivitiesasperproject NotApplicable approvedbyfinancialinstitutionsappearing in the prospectus 4 Financial performance based on given indicators Financial Year 2014-15 Financial Year 2013-14 Total Income 757.92 643.25 Profit/lossbeforetax 62.38 (552.47) NetProfitAfterTaxation 62.38 (552.47)5 Export performance and net foreign exchange collaborations 6 Foreign investments or collaborations, if any No

II. Information about the appointees 1 Background details

2 Past remuneration 2,00,000 Per Month 3 Recognition or awards --4 Jobprofileandhissuitability

5 Remuneration proposed Rs 3,00,000/- Per Month6 Comparativeremunerationprofile withrespecttoindustry,sizeoftheCompany, profileofthepositionandperson

7 Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personnel, if any

III. Other Information 1 Reasonsoflossorinadequateprofits PastManagementDisputeseffectedthe operations of the Company

2 Stepstakenorproposedtobe EstablishedsalesoperationsinUSA&UK taken for improvement markets, which has started giving positive results 3 Expected increase in productivity and The Company has carried out good profitsinmeasurableterms businesscomparetolastfiscal.

Sri M Satyendra is a management graduate; He has been associated with the Company since its inception in the management position and play key role in success of the company. He has experience of more than 2 decades in the industry, presently he is involved in the international operations of the Company

He is involved in the day to day operations of the Company and mainly involved in international business of the Company

TheProposedremunerationiscommensuratewithsizeand nature of business of the Company and the huge responsibility the appointee who is promoter too of the Company are carrying. The remuneration do differ from Company to Company in the industry depending on the respective operations.Apart from drawing remuneration as managing director there are no Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personnel, if any

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ITEM NO.10

As the members are aware, your Company is engaged in software development and consulting services to its clients overthepastyears.TheCompanyhasbeenabletomanageitsfinancialrequirementseitherbywayofinternalaccruals only.

Yourmanagementaspirestofurtherscaleupthesizeofitsbusinessthroughexpansionindifferentphaseswhereinthecompanyrequiresfundsatregularinternal,sotheBoardinordertomeetthefinancialrequirementsfortheenvisagedbusinessopportunities,yourmanagementproposestoraiseadditionalfundsintheformofequitybyissueofsecurities(presentlyequitysharesandwarrants)onpreferentialbasis.

Pursuant to the provisions of Section 42/ 62 of the Companies Act, 2013, any issue of further shares or any other securitiesconvertibleintoorexchangedwithequitysharesbywayofpreferentialofferneedstobeapprovedbythe members by passing a Special Resolution.

Further, in terms of Regulation 73 of the SEBI ICDR Regulations, the following disclosures are needed to be made in the Explanatory Statement to the Notice of the General meeting

a) Object of the issue: TomeettheWorkingCapitalrequirement,capitalexpenditureandothergeneralcorporatepurpose.

b) Intention of Promoters / Directors / Key Management Personnel to subscribe to the offer: M Satyendra Promoter intending to participate/subscribe to the present offer.

c) Shareholding Pattern before and after the issue of shares involved in the present resolution is as below:

S.No Categoryof PREISSUE POSTISSUE Postissue(after shareholder (After allotment conversion of Warrants) ofEquityshares) Pre Issue % to Post % to Number of % to Total

Shares Total Issue Total shares Holding Held Holding Shares Holding Held

held (A) Share holding of promoter & Promoter Group (1) Indian Promoters (A) 1880943 23.93 2880943 32.52 3880943 39.37(B) Public Share holding (1) Institutions (a) MutualFunds/UTI/Banks/FI’s 100 0.00 100 0.00 100 0.00 (b) Foreign Institutional Investor - - - - - -

Sub Total (B1) 100 0.00 100 0.00 100 0.00 (2) Non-Institutions (a) Bodies corporate 294863 3.75 294863 3.33 294863 3.00 (b) Individuals 4802389 61.11 4802389 54.21 4802389 48.71 (c) Foreign Corporate bodies/ NRI’s - - - - - - (d) Others 880305 11.20 880305 9.94 880305 8.92 Sub-total (B2) 5977557 5977557 5977557 Sub Total (B) 5977657 76.07 5977657 67.48 5977657 60.63 Grand Total (A)+(B) 7858600 100 8858600 100 9858600 100

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d) TheCompanywillcompletetheissue&allotmentofEquityShares&warrantswithinaperiodof 15 days from the date of passing of the resolutions by the shareholders or when the allotment onpreferentialbasisrequiresanyapprovalbyanyregulatoryauthoritylikeStockExchangesorCentral Government or any statutory body, the allotment of shares will be completed within 15 days from the date of such approvals.

e) Identity of proposed allottee(s), percentage of expanded capital to be held by them:

S.No Nameofthe No&%ofEquity No&%ofEquity No&%ofwarrants No&%to Proposed shares held prior shares to e issued to be issued and Post Issue Allottee’s tothepreferential andallotted allotted Equityand issue voting share Capital

1 M.Satyendra 13,30,233 10,00,000 shares 10,00,000 3330233 shares shares Warrants (33.78) (16.92)

Considering the proposed number of shares and warrants (in the current issue) will be subscribed fully / converted into shares.

f) Change in the Management : There will not be any change in the management control of the company on account of this proposed preferential allotment except minor change in shareholding pattern as well as voting rights.

g) Lock In Requirements:Thesharestobeallottedonpreferentialbasisshallbesubjecttolock-inas per applicable SEBI regulations in this regard.

h) Auditors’ Certificate:M/s.Nekkanti Srinivasu&Co., CharteredAccountants, have certifiedthatthepreferentialissueisbeingmadeinaccordancewiththerequirementscontainedinSEBI(ICDR)Regulations,2009.AcopyofthecertificateiskeptforinspectionattheRegisteredOfficeof the Company during the business hours.

i) Relevant Date: Relevant Date for the purpose is 31st August, 2015 which is the date 30 days prior to the date of AGM (being the day preceding the weekend/holiday) where this resolution is being considered for approval.

j) BasisOrJustificationOfPrice:As per Regulation 76 of SEBI (ICDR) Regulations, 2009 there are separatebasisforcalculationofPriceforPreferentialissueforFrequentlyTradedandInfrequentlyTraded.

AsperRegulation71AofSEBI(ICDR)Regulations,2009FrequentlyTradedSharesmeansshares

of an issuer, in which the traded turnover on any stock exchange during the twelve calendar months preceding the relevant date is at least ten percent of the total number of shares of such class of shares of the issuer.

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TheTradedturnoverofVJILConsultinglimitedonBSELimitedislessthan10%sothecompanywillcomeunderthecategoryofinfrequentlytradedshares.

ThecertificateregardingPriceforpreferentialissueforinfrequentlytradedshareswasgivenbythe Chartered Accountant enclosed to this report.

k) Undertaking to re-compute the Price of Equity Share: The Company undertakes to re-compute thepriceoftheEquityShares,ifatallrequired,intermsofprovisionsoftheseregulationswhereitisrequiredtodoso

l) Undertaking to put under lock-in till the re-computed price is paid: The Company undertakes that if the amount payable on account of the re-computation of price if not paid within the time stipulatedintheseregulations,thespecifiedequitysharesshallcontinuetobelock-intillthetimesuch amount is paid by the allottee(s).

NoneofthedirectorsorKeyManagerialPersonnelandtheirrelativesareconcernedorinterested(financiallyorotherwise)inthisResolutionexceptMsatyendra.

By Order of the board VJILCONSULTINGLIMITED Sd/-Place:Hyderabad M.K.BHASKARATEJADate: 07.09.2015 Company Secretary & ComplianceOfficer

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Information in respect of Directors seeking appointment / re-appointment as required under Clause 49 IV (G) of the Listing Agreement

Name of the Directors Mr Manchala Mr. Rajesh Mrs. M.Sunitha Satyendra Katragadda

Dateoffirstappointment 06/05/1992 13/08/2015 06/11/2014

Date of birth/age 15/07/1969 22/08/1975 06/09/1974

Expertiseinspecific Software Finance Financefunctional areas

Educationalqualification MBA BCom B.A

Chairman/member of the No Audit Committee Nocommittee of board of Remuneration directors of the company Investor and Grievance Committee

ListofDirectorships, Mercury NewEraMedical VishwashreeCommittee Chairmanship, Outsourcing Solutions Private EnterprisesMembershipheldinother ManagementLtd Limited PrivateLimitedcompanies as on Vishwashree Bodhtree Enterprises Consulting PvtLtd Limited

Quick Wrap (India) PrivateLimited

18

DIRECTORS’ REPORT

To,The Members,

Your Directors are pleased to present the 23rd Annual Report of your company together with the AuditedBalanceSheetandStatementofProfitandLossofthecompanyforthefinancialyearended31.03.2015.

1. FINANCIAL HIGHLIGHTS:

Financial results for the year under review and as well as previous year are as follows.(RupeesinLakhs)

Particulars Year Ended Year Ended 31.3.2015 31.3.2014Revenue from Operations 757.82 642.07Other income 0.1 0.12Total Income 757.92 642.19Expenditure 678.57 1173.68PBDIT 79.35 (530.47)Depreciation (14.31) (22.00)Interest (2.66) --ProfitBeforeTax(PBT) 62.38 (552.47)Provision for Tax -- --ProfitAfterTax(PAT) 62.38 (552.47)

2. STATE OF COMPANY’S AFFAIR:

Duringthefinancialyearunderreview,yourCompanyhasachievedtotalincomeofRs.757.92lakhsasagainstthepreviousyearincomeofRs.642.19lakhsandrecordednetProfitofRs.62.38lakhsforfinancialyear2014-15whencomparedtoanetlossofRs.552.47lakhsduringthepreviousyear

3. DIVIDEND:

DuetoInadequateofprofit,thedirectorsofyourCompanydonotrecommendanydividendforthefinancialyear2014-15.

4. FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during the Financial Year.

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5. MEETINGS:

During the year under review, six board meetings were held on 14th May 2014, 30th May 2014, 14th August 2014, 27th September 2014, 06th November 2014 and 10th February 2015. The maximum time gap between any two consecutive meetings was within the period prescribed under companies Act, 2013.

6. SUBSIDIARIES

The Company has one wholly owned subsidiary i.e M/s Mercury Outsourcing Management limited

MercuryoutsourcingManagementLimitedhas2subsidiariesasfollows:

MercuryOutsourcingManagementLimited–USA MercuryOutsourcingManagementLimited-UK

FurtherMercuryOutsourcingManagementLimitedandthereforeignsubsidiarieshasnotcarriedoutanyoperationsinthisfinancialyear.

TheStatementcontainingthesalientfeatureofthefinancialstatementofsubsidiariesaspersub-section (3) of Section 129 of the Companies Act, 2013 in Form AOC-1 is herewith annexed as ‘AnnexureI’ to this report.

7. BOARD EVALUATION

The Board of Directors evaluated the annual performance of the Board as a whole, its committee’s and the directors individually in accordance with the provisions of the Companies Act, 2013 and Clause49oftheListingAgreementinthefollowingmanner:

i. Structured evaluation forms, as recommended by the Nomination and Remuneration Committee, after taking into consideration inputs received from the Directors, covering various aspectsof theBoard’s functioning suchas adequacyof the compositionof theBoardanditsCommittees,Boardculture,executionandperformanceofspecificduties,obligations and governance, for evaluation of the performance of the Board, its Committee’s and each director were circulated to all the members of the Board along with the Agenda Papers.

ii. ThemembersoftheBoardwererequestedtoevaluatebyfillingtheevaluationformsandthedulyfilledinevaluationformswererequiredtobesenttotheCompanySecretaryinasealed envelope or personally submitted to the Chairman at the concerned meeting.

iii. Based on the individual evaluation of the Directors, the Board initiated a detailed discussion at the concerned meeting on the performance of the Board / Committee/IndividualDirector,andformulatedafinalcollectiveevaluationoftheBoard.TheBoardalso provided an individual feedback to the concerned director on areas of improvement, if any.

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A separate meeting of Independent Directors was held on 10th February, 2015 to evaluate the performance evaluation of the Chairman, the Non Independent Directors, the Board andflowofinformationfrommanagement.

8. VIGIL MECHANISM

Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (meetings of board and its powers) Rules, 2014 (including anystatutorymodification(s)orre-enactmentthereofforthetimebeinginforce)andClause49oftheListingAgreementtheCompanyhasaWhistleBlowerPolicyframedtodealwithinstanceof fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company

9. REMUNERATION POLICY

The Board of Directors, on recommendation of the Nomination and Remuneration Committee framed a Nomination and Remuneration policy for selection, appointment and remuneration of Directors,KMPandSeniorManagementandmatterscoveredu/s178(3)oftheCompaniesAct2013. The details of the same are provided in the Corporate Governance Report and in detailed manner are posted in the website of the company

10. DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Satyendra Manchala (DIN: 01843557) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment

The Board of Directors of the Company, on the recommendation of the Nomination and RemunerationCommittee,co-optedSmt.M.SunithaandSriRajeshKatragadda,asanAdditionalDirectoroftheCompanysubjecttotheapprovalofthemembers,attheensuingAnnualGeneralMeeting.

TheCompanyhasreceivedrequisitenoticeinwritingfromthemembersalongwithrequisitefeesproposingSmtM.SunithaandSriRajeshKatragaddaforappointmentasDirector.

For Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting of theCompany;theparticularsasrequiredtobedisclosedinaccordancewithClause49(CorporateGovernance)ofListingAgreement,formspartofCorporateGovernanceReport

11. DIRECTORS’ RESPONSIBILITY STATEMENT:`

PursuanttotherequirementofSection134(3)(c)oftheCompaniesAct,2013,andonthebasisof secretarial audit received from the practicing company secretary and subject to disclosuresin the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors states:

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i. That in preparation of the Annual Accounts for the year ended 31st March, 2015; all the applicable Accounting Standards Prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any.

ii. That the Directors have adopted such accounting policies, as selected in consultation with StatutoryAuditors, and applied them consistently andmade judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairs oftheCompanyattheendofthefinancialyearandoftheprofitoftheCompanyforthefinancialyearended31stMarch,2015.

iii. ThattheDirectorshavetakenproperandsufficientcareforthemaintenanceofadequateaccounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Annual Accounts for the year ended 31st March, 2015, has been prepared on a going concern basis.

v. Thoseproperinternalfinancialcontrolswereinplaceandthatthefinancialcontrolswereadequateandwereoperatingeffectively.

vi. That systems to ensure compliance with the provisions of all applicable laws were in place andwereadequateandoperatingeffectively

12. RISK MANAGEMENT

Pursuant to the provisions of section 134 (3) (n) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 (including any statutory modification(s)orre-enactmentthereofforthetimebeinginforce)andClause49oftheListingAgreement the Risk management is Not applicable to the Company

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down inSection149(6)andClause49oftheListingAgreement

14. STATUTORY AUDITORS

The shareholders in the 22nd Annual General Meeting held on Saturday, 27th September, 2014 approved the appointment M/s. M. Anandam & Co., Chartered Accountants, (Registration no.000125S)Hyderabad,astheStatutoryAuditorsoftheCompanytoholdofficetilltheconclusionof25thAnnualGeneralMeetingsubjecttoratificationofshareholdersineveryAnnualGeneralMeeting.MembersarerequestedtoratifythesameattheensuingAnnualGeneralMeetingofthecompany; in accordance with section 139 of the Companies Act 2013.

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The Notes on Financial Statements referred to in the Auditors’ Report are self-explanatory and donotcall foranyfurthercomments.Therearenoqualifications inthereportof thestatutoryauditors for the year 2014-15.

15. AUDITORS OBSERVATIONS, QUALIFICATIONS AND EXPLANATIONS

AuditorshavemadeQualifiedopinionintheAuditorsReportforwhichaproperexplanationhasgiveninNoteNo.20.1and32innotestofinancialstatement.

16. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has reappointed M/s. SVP&CO, Chartered Accountants, and Hyderabad, as the Internal Auditors of your Company.TheInternalAuditorsaresubmittingtheirReportsonquarterlybasispursuanttotheprovisions of section 138 and rule 13 of companies (Accounts) rules, 2014.

17. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of section 135 (1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutorymodification(s) or re-enactment thereof for the time being in force),corporate social responsibility is Not applicable to the Company.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to Section 186 of the Companies Act, 2013. The Company has given advance against salary to some employees in terms of the applicable policies of the Company.

19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Therehavebeennomaterial changes and commitments affecting thefinancial positionof theCompanywhichhaveoccurredbetweentheendofthefinancialyearoftheCompanytowhichthefinancialstatementsrelateandthedateofthereport

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a. Your company has taken adequate internal control procedures by which the cost ofelectricityshallbeidentifiedwithprojectandthecompanywillprovideanincentiveforthe concerned department which consumes optimum power.

No additional investments for reduction of Energy consumption were taken up during the year under review.

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b. Technology absorption: Not Applicable

Foreign Exchange Earnings & Outgo: (Figures in Rs.) 2014-15 2013-14

Foreign Exchange Earnings 757.82 642.07 Foreign Exchange Outgo 198.66 200.11 21. RELATED PARTY TRANSACTIONS: Company has entered into the Related Party Transactions during the year enclosed in the format

of AOC-2 in Annexure-II

22. MANAGEMENT DISCUSSION AND ANALYSIS: Aspects of Management Discussion and Analysis are enclosed as Annexure-IIIto this report

23. CORPORATE GOVERNANCE:

ReportonCorporateGovernanceincludingAuditor’sCertificateonCompliancewiththecodeofCorporate Governance under Clause 49 of the listing agreement is enclosed as Annexure–IV to this report

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed there under, the Board of Directors, on recommendation of the Audit Committee, appointed M/s P S Rao and Associates, Practicing Company Secretaries to undertake the secretarial audit of the Company. The secretarial audit report issued by M/s P S Rao and Associates, Practicing Company Secretaries forthefinancialyearending31stMarch,2015isgivenintheFORMNO:MR-3asAnnexure-V attachedheretoandformspartofthisReport.Therearenoqualifications,reservationsoradverseremarksmadebythesecretarialauditorandtheobservationmadeisselfexplanatoryandrequiresno further explanation from the Board.

25. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in FORM MGT 9 is annexed herewith as “AnnexureVI” to this report

26. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as ‘AnnexureVII’ to this report and Rule 5 (2) Of the

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Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, No employee of your company is in receipt of remuneration exceeding Rs.5, 00,000 per month or Rs. 60, 00,000 per annum during the Financial Year

27. ACKNOWLEDGEMENTS:

Your Directors place on record, their appreciation for the co-operation and support from The Bankers, Financial Institutions, the stockiest and distributors, Supplier and Customers.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders, Central and State Government agencies etc for their Support and co-operation. Your Directors express their heartfelt gratitude to the Employees for their exceptional commitment and loyalty to the Company.

For and on Behalf of the Board VJILCONSULTINGLIMITED

Sd/-Place: Hyderabad Satyendra Manchala (Din: 01843557)Date: 07.09.2015 Chairman and Managing Director

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ANNEXURE-I

Form AOC-I(Pursuanttofirstprovisotosub-section(3)ofsection129readwithrule5ofCompanies

(Accounts) Rules, 2014)Statementcontainingsalientfeaturesofthefinancialstatementofsubsidiaries/

associatecompanies/jointventures

Part“A”:WhollyOwnedSubsidiaries:

Sl. No. Particulars Mercury Mercury Mercury Outsourcing Outsourcing Management Management Limited–USA Limited–UK1 Capital 29,210,600 - -2 Reserve (56,153,787) 1,483,065 -3 Total Assets 48,12,207 12,459,230 3,540,1034 Total Liabilities 4,812,207 12,459,230 3,540,1035 Turnover - - -6 Profit/(Loss)beforeTaxation 569,616 - -7 Provision for Taxation - - -8 Profit/(Loss)afterTaxation - - -9 Dividend - - -10 Investment - - - ReportingCurrency INR USD PS Exchange Rate used for Conversion - Average Yearly Rate for - - - ProfitandLossAccount - Year Ends Rate for Balance Sheet Items - - -

Part“B”:AssociatesandJointVenture:NA

For and on Behalf of the Board VJILCONSULTINGLIMITED

Sd/-Place: Hyderabad Satyendra Manchala (Din: 01843557)Date: 07.09.2015 Chairman and Managing Director

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AnnexureII

Particulars of contracts / arrangements made with related parties[Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act,2013, and Rule 8(2)

oftheCompanies(Accounts)Rules,2014–AOC-2]

This Form pertains to the disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in Sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.

Details of contracts or arrangements or transactions not at arm’s length basis: There were no contracts or arrangements or transactions entered into during the year ended March 31, 2015, which were not at arm’s length basis.

Details of material contracts or arrangement or transactions at arm’s length basis:

The details of material contracts or arrangement or transactions at arm’s length basis for the year ended March 31, 2015 are as follows:

The following transactions are carried out with related parties in the course of business

Particulars Subsidiary Keymanagerial Associate Relativesof Companies Persons Entitiesin Keymanagerial which Directors Persons have Substantial Interest

Rendering of Services - 1,886,037 - - Balance oustanding at end of the year 2,350,000 3,600,000

Investment (including Share application pending allotment) 60,870,994 - - -

For and on Behalf of the Board VJILCONSULTINGLIMITED

Sd/-Place: Hyderabad Satyendra Manchala (Din: 01843557)Date: 07.09.2015 Chairman and Managing Director

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MANAGEMENT DISCUSSION & ANALYSIS

Indian economy

“When the global economy is challenged, the Indian economy will also face challenges. It is the challenges that should bring out the best in the people. FinanceMinisterArun jaitley said it was“absolutelyclearthattheeconomyisinrecoverymode”afterthedatashowedthattheeconomygrewat7.3percentin2014-15.Thecountryposteda7.5percentgrowthintheJanuarytomarchquarterofthefiscal,outpacingchina’sGDPof7percentinthatquarter.

The economy of India is the Seventh-largest in the world by nominal GDP and the third-largest by purchasing power parity (PPP). India was the 19th-largest merchandise and the 6th largest services exporter in the world in 2013; it imported a total of $616.7 billion worth of merchandise and services in 2013, as the 12th-largest merchandise and 7th largest services importer Agriculture sector is the largest employer in India’s economy and it contributes a 18% share in GDP for the year 2013-14. Its manufacturing industry has held a constant share of its economic contribution, while the fastest-growing part of the economy has been its services sector - which includes construction, telecom, software and information technologies, infrastructure, tourism, education, health care, travel, trade, banking and others components of its economy. The growth and performance of the Indian economy in the world market is explained in terms of statistical information provided by the various economic parameters. For example, Gross National Product (GNP), Gross Domestic product (GDP), Net National Product (NNP), per capita income, Gross Domestic Capital Formation (GDCF), etc. is the various indicators relating to the national income sector of the economy. They provide a wide view of the economy including its productive power for satisfaction of human wants. In the industrial sector, the Index of Industrial Production (IIP) is a single representativefiguretomeasurethegenerallevelofindustrialactivityintheeconomy.Itmeasurestheabsolute level and percentage growth of industrial production.Growth in Domestic Market:- Due to Currency Volatility, Macroeconomic headwinds and changing technology are likely to pull down growth of Indian Information technology and business process management service exporters to 12-14 percent in 2015-16, according to sector body Nasscom.

This is lower than its growth forecast 13-15 percent for 2014-15. The Export revenue grew 12.3 percent on a reported currency basis In 2014-15 and 13.1 percent on a constant currency basis.

Opportunities, Threats, Risks and Concerns:

India has been and remains the most favored offshore location for Technology Services. India is ranked atthetop,aheadofChina,CzechRepublicandPhilippinesforoffshoreITservices.

USAisthebiggestmarketforIndianSoftwareandBPOIndustry.However,duetoeconomicslowdown,it has cut down expenditure on technology drastically. According to the PwC Global 100 Software Leadersreport,Indiaranksfifthamongtheemergingmarketsbasedonrevenues.TheIT/ITeSsector

ANNEXURE- III

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has led to employment opportunities, both direct and indirect, of nearly 2.8 million and around 8.9 million respectively. This growth is expected to increase to more than 14 million (direct and indirect) by 2015 and to around 30 million by 2030.

Risk management is an important aspect of our lives. We are exposed to risks, both in terms of threats to service provision and from the potential of lost opportunities. It is essential that of late, businesses should continue to demonstrate their unswerving commitment to consider implications arising out of thepotentialriskstomeetclientrequirementsandmaintaintheirfaithintheOperationalExcellenceoftheirteamsandserviceproviders.TheInternationalMonetaryfundhadprojectedslowgrowthintheadvanced economies between 2012-2017.

VJIL focuses on IT core activities i.e., enterprise information management, enterprise integrationservices, DataWare housing services. Its clients include organizations from various sectors of theeconomysuchasfinancial,healthcare,oil,andpharmaceuticals,retail,businessservices,education,ITand government.

Internal Controls and Their Adequacies

The Internal Control System comprises of exercising controls at various stages and is established in order to provide reasonable assurance for:

> SafeguardingAssetsandtheirUsage,> Maintenance of Proper Accounting Records and> AdequacyandReliabilityoftheInformationusedforcarryingonBusinessOperations.

The key elements of the system are as follows:

a) ExistenceofclearlydefinedOrganizationalStructureandAuthority.b) Existence of Corporate Policies for Financial Reporting and Accountingc) ExistenceofManagementInformationSystemupdatedfromtimetotimeasmayberequired.d) ExistenceofAnnualBudgetsandLongTermBusinessPlans.e) Periodical Review of Opportunities and Risk factors depending on the global/Domestic scenario and to undertake measures as may be necessary.

Human Resources / Industrial Relations Human Resources Strategy:

The Human Resources (HR) strategy is focused on creating a performance-driven environment in the company,whereinnovationisencouragedperformanceisrecognizedandemployeesaremotivatetorealizetheirpotential.

HRisthecoreofthecompany,influencingchange,buildingculturesandcapabilities.TheHRprocessesarecontinuouslyevolvingandaligningwiththechangingbusinessrequirements.HRisstructuredintothespecializedbusinessunitstoenablethemrespondtotheneedsoftheircustomersandgetmorestrategic advantage.

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Future Outlook

IT industry is one of the fastest growing industries among whole world. Indian IT industry has placed itself in the third position due to domestic as well as international market demand. Though ‘IT’, a smallwordbutitconvertstheentireworldintoaglobalvillage.TheintensificationofITstillliesinphenomenon and fantasy. From the last decade India has became one of the most important offshore destinationsamongsttheAsia-Pacificregion.During4to5yearsitincreasesupto3foldandcapturedthe leadershippositionintheworldmarket. IndianITsectoracquires3%of thetotalglobalmarketand it is expected to increase its volume in the next few years. Increase in global technology spending and opportunities created through adoption of disruptive technologies are expected to propel growth in FY2015.NASSCOMexpects the industry to clock export revenues ofUSD84-87 bnmaintaininga growth rate of 12-14 per cent. Domestic revenues will also grow at a rate of 13-15 per cent and are expected to reach INR 1180-1200 bn

Mr. N. Chandrasekaran, Chairman, NASSCOM, said, “The Indian IT-BPM industry has demonstrated resilience and agility in the past year. Technology has today become an integral enabler for growth across all sectors and the industry is continuously evolving and innovating to emerge as a strategic partner to its customers. He further added that, “The thrust is IP led solutions served over multiple platforms that has the customer at the centre of every module, and is transformative in nature.

India is the only country that offers the depth and breadth of offerings across different segment of this industry – IT Services, BPM,Engineering&R&D, Internet&Mobility and SoftwareProducts.ITServices is aUSD50billion sector,BPM is aUSD20billion sector,Engineering crossedUSD10billion and Software products, Internet & Mobility are emerging opportunities. Today, existing and new companies are expanding their offerings to build India as the hub for analytics, mobility, cloud, social collaboration and emerging verticals like healthcare and medical devices.

TheCompanyhasgoodprospectus in theComingsfinancial year andmanagement is confidentofgettingnewprojects.

For and on Behalf of the Board VJILCONSULTINGLIMITED

Sd/-Place: Hyderabad Satyendra Manchala (Din: 01843557)Date: 07.09.2015 Chairman and Managing Director

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ANNEXURE–IVCORPORATE GOVERNANCE REPORT

1. Brief statement On Company’s philosophy on code of governance.

VJILConsultingLimitedbelievesthatgoodcorporategovernanceisakeydriverofsustainablecorporategrowthandlong-termvaluecreationforitsshareholders.CorporateGovernanceatVJILConsultingLimiteddoesnotonlymeanensuring thecompliancewith regulatory requirements,butalsobeingresponsivetoaspirantsofcustomers/clientsandexpectationsofthesociety.VJILConsultingLimitedalwaysstrivesforexcellence inqualityofgoodsandserviceswiththetwinobjectivesofenhancingcustomer satisfaction and shareholder value.

We are committed to upgrade our systems, processes and disclosure norms to achieve high standards of Corporate Governance.

2. BOARD OF DIRECTORS:

a) Composition of the Board:

At present, the strength of the Board is Five Directors. The Board comprises of 1 Executive and 1 Non-Executive Director and 3 Non Executive & Independent Directors.

S. No Director Category Attendance Attendance in Other Boards at AGM held Board Meeting on 27.09.2014 Held Attend- Director Committee Committee ance ship Chairman member ship ship

1 Mr. M. Satyendra Chairman and Managing Director YES 6 6 2 Nil Nil

2 Mrs. M.Sunitha Non-Executive NO 6 2 1 Nil Nil (w.e.f. 06.11.2014) Director

3 Mr. G.Nagendra Non-Executive & YES 6 6 Nil Nil Nil Independent Director

4 Mr. J S S Murty Non-Executive & NO 6 5 Nil Nil Nil Independent Director

5 M.RajeshKatragadda Non-Executive NO 6 0 3 Nil Nil Independent Director

6 Dr. Garima Vashishtha Non-Executive YES 6 4 3 Nil Nil (upto 06.11.2014) Director

Note: Dr. Garima Vashishtha resigned as Director on 6th November, 2014

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b) Board meeting and attendance

Six Board Meetings were held during the Financial Year and the gap between two board meetings did not exceed four months.

The dates on which meeting were held are as follows:

14.05.2014 30.05.2014 27.09.2014 14.08.2014 06.11.2014 10.02.2015

b) Annual Evaluation by the Board:

The evaluation framework for the assessing the performance of Directors comprises of the following of the key areas:

I. Attendance of Board meeting and Board committee meetings II. Quality of contribution to Board deliberationsIII. Strategic perspectives or inputs regarding future growth of the companies and its performanceIV. Providing perspectives and feedback going beyond information provided by the managementV. Commitment to shareholder and other stakeholder interest

TheEvaluation involvesSelf-Evaluationby theBoardmemberandsubsequentlyassessmentby theboard of directors. A member of the board will not participate in the discussion of his / her evaluation.

3. BOARD COMMITTEES: Currently, there are Three Board Committees – Audit Committee, Nomination and RemunerationCommittee and Stake holder Relationship committee. The terms of reference of board committees are determined by the Board from time to time. Meetings of each board, committee are convened by the chairman of the respective committees.

The role and composition of these committees including the number of meetings held during the financialyearandtherelatedattendanceareprovidedbelow: i) AUDIT COMMITTEE:

a) Brief description of terms of reference:

The committee comprises of Non-executive and independent directors and has been formed to monitor andprovideeffectivesupervisionofthefinancialcontrolandreportingprocess.Thetermsofreferenceofcommitteecoversthemattersspecifiedforauditcommitteeunderclause49ofthelistingagreementas well as section 177 of the companies Act, 2013. The inter- alia include review of the financialreportingprocess, internalauditprocess,adequacyof intercontrol systems,managementauditandRisk management policies and also recommendation and appointment of statutory auditors and their remuneration.

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Terms of reference:

ThetermsofreferenceofauditcommitteeareaspertheguidelinessetoutintheListingagreemententered with the stock exchanges read with section 177 of the companies act 2013 and includes such other functions as may be assigned to it by the board from time to time.

i. Powers of the Audit committee:

➢ To investigate any activity within its terms of reference➢ To seek information from any employee➢ To obtain outside legal or other professional advice➢ To secure attendance of outsiders with relevant expertise, if it consider necessary.

ii. Role of the Audit committee:

a) Oversightofcompanyfinancialreportingprocessanddisclosureofitsfinancialinformationtoensurethatthefinancialstatementsarecorrect,sufficientandcredible.

b) Recommending to the board, the appointment and re-appointment and if required, thereplacementorremovalofauditorsandfixationofauditfee.

c) Approval of payments to statutory auditors for any other services rendered by them.

d) Reviewing,with themanagement, theannualfinancial statementsbeforesubmission to theboard for approval, with particular reference to:

➢ Matterrequiredtobeincludedinthedirectorsresponsibilitystatementtobeincludedintheboard’s report in terms of clause (c) of sub section 3 of section 134 of companies act 2013.

➢ Changes, if any, in accounting policies and practices and reasons for the same.

➢ MajoraccountingentriesinvolvingestimatesbasedontheexerciseofJudgmentbymanagement

➢ Significant adjustments made in the financial statements arising out of audit findings –compliancewithlistingandotherlegalrequirementsrelatingtofinancialstatements.

➢ Disclosure of any related party transactions

➢ Reviewofdraftauditor’sreport,inparticularqualifications/remarks/observationsmadebytheauditorsonthefinancialstatements.

➢ ManagementDiscussionandanalysisoffinancialconditionsandresultsofoperations.

➢ Reviewofstatementofsignificantrelatedpartytransactionssubmittedbythemanagement.

➢ Reviewofmanagementletters/Lettersofinternalcontrolweaknessissuedbythestatutoryauditors.

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➢ Review of internal audit reports relating to internal control weaknesses.

➢ Review of appointment, removal and terms of remuneration of the chief Internal auditor.

➢ Reviewing,withthemanagement,thequarterlyfinancialstatementsbeforesubmissiontotheboard for approval.

➢ Reviewofthefinancialstatementsofsubsidiarycompanies.

➢ Review and monitor the auditors independence and performance and effectiveness of audit process.

➢ Approvaloranysubsequentmodificationoftransactionsofthecompanywithrelatedparties.

➢ Scrutiny of inter corporate loans and investments.

➢ Valuation of assets and undertakings of the company, whenever it is necessary.

➢ Evaluationofinternalfinancialcontrolsandriskmanagementsystems.

➢ To look into reasons for substantial default in the payment to the shareholders (in case of non- payment of declared dividends) and creditors.

➢ Reviewing with the management, the statement of uses / applications of funds raised through anissue(Publicissue,Rightsissue,Preferentialissue,etc)thestatementoffundsutilizedforpurposes other than those stated in the offer document / prospectus / Notice and the report submittedbythemonitoringagencymonitoringtheutilizationofproceedsofpublicissueorRights issue and making appropriate recommendations to the board to take up steps in this matter.

➢ Reviewing,withthemanagement,performanceofstatutoryandinternalauditors,adequacyofthe internal audit systems.

➢ Reviewingtheadequacyofinternalauditfunction,ifany,includingthestructureoftheinternalaudit department, staffing and seniority of the official heading the department, reportingstructurecoverageandfrequencyofinternalaudit.

➢ Discussionwithinternalauditorsofanysignificantfindingsandfollowupthereon

➢ Reviewingtheriskmanagementpolicies,practicesandthefindingsofanyinternalinvestigationsby the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

➢ Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

➢ To review the functioning of the whistle Blower mechanism.

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➢ Approval of appointment / re-appointment / Remuneration of CFO (or any other person headingthefinancefunctionordischargingthatfunction)afterassessingthequalificationsandexperience & background, etc. of the candidate.

➢ Carrying out any other function as may be mentioned in the terms and reference of the audit committee. The audit committee discharges its functions and obligations on regular basis and on the occurrence of the events.

b) Composition of Audit Committee

The Audit Committee of the Company consists of the following members:

S.No Name of the Director Designation

1 Mr. G.Nagendra Chairman

2 Mr. J S S Murthy Member

3 Mr.RajeshKatragadda Member

Thecommitteemet4timesduringthefinancialyear2014-15on,14.05.2014,27.09.2014,06.11.2014and10.02.2015 attendance of each Member of Committee is as follows.

S. No. Name of the Member Designation No of Meetings No of Meetings held during the Year attended

1 Mr. G.Nagendra Chairman 4 4

2 Mrs. M.Sunitha (w.e.f. 06.11.2014) Member 4 2

3 Mr. J S S Murthy Member 4 4

4 Dr.Garima Vashishtha (up to 06.11.2014 Member 4 2

Note: Dr. Garima Vashishtha resigned as Director on 6th November, 2014

The role of the audit committee includes recommending the appointment and removal of the external auditor,discussionoftheaudit,plan,andfixationofauditfeeandalsoapprovalofpaymentoffeesforany other services.

4. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration committee has been formed in compliance of clause 49 of the listing agreement and pursuant to section 178 of the companies Act, 2013 comprising of 3 Non-Executive Independent Directors

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a) The terms of reference of the Remuneration Committee are as follows:

• FormulationofcriteriafordeterminingQualifications,Positiveattributesandindependenceofadirectorandrecommendtotheboardapolicy,relatingtotheremunerationofthedirectors,KeyManagerial Personnel and other employees.

• Formulationofcriteriaforevaluationofindependentdirectorsandtheboard.

• DevisingapolicyonBoardDiversity.

• Identifyingpersonswhoarequalifiedtobecomedirectorsandwhomaybeappointedinseniormanagement in accordance with the criteria laid down, and recommend to the board their appointment and removal.

• ToRecommend/ReviewremunerationofKeyManagerialpersonnelbasedontheirperformanceanddefinedassessmentcriteria.

• Todecideon the elements of remunerationpackageof all theKeyManagerial Personnel i.e.Salary,benefits,Bonus,StockOptions,Pensions,etc.

• Recommendation of any fee / Compensation if any, to be paid to Non-Executive directorsincluding independent directors of the board.

• Payment/revisionofremunerationpayabletomanagerialpersonnel

• Whileapprovingtheremuneration,thecommitteeshalltakeintoaccountfinancialpositionofthecompany,trendintheindustry,qualification,experienceandpastperformanceoftheappointee.

• Thecommitteeshallbeinapositiontobringaboutobjectivityindeterminingtheremunerationpackage while striking the balance between the interest of the company and shareholders.

• Anyotherfunctions/Powers/dutiesasmaybeentrustedbytheboardfromtimetotime.

The company has adopted a policy relating to the remuneration for directors, key managerial personnel and other employees of the company which is disclosed on the website of the company

Nomination and Remuneration Policy:

1. Introduction

VJILConsultingLimited,believesthatanenlightenedBoardconsciouslycreatesacultureofleadershiptoprovidea long-termvisionandpolicy approach to improve thequalityofgovernance.Towardsthis,thecompanyensuresconstitutionofaBoardofDirectorswithanappropriatecomposition,size,diversified expertise andexperience and commitment todischarge their responsibilities anddutieseffectively. The Company recognizes the importance of Independent Directors in achieving theeffectiveness of the Board. The company aims to have an optimum combination of Executive, Non-

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Executive and Independent Directors.

TheCompany also recognizes the importance of aligning the business objectiveswith specific andmeasureableindividualobjectivesandtargets.TheCompanyhasthereforeformulatedtheremunerationpolicyforitsDirectors,KeyManagerialPersonnelandotheremployeeskeepinginviewthefollowingobjectives:

a) Ensuringthatthelevelandcompositionofremunerationisreasonableandsufficienttoattract,retain and motivate, to run the Company successfully.

b) Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

c) EnsuringthatremunerationinvolvesabalancebetweenfixedandincentivepaysreflectingshortandlongtermperformanceobjectivesappropriatetotheworkingoftheCompanyanditsgoals.

2. Scope:

This Policy sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independenceof Directors, in case of their appointment as independent directors of the Company and also for

recommendingtotheBoardtheremunerationoftheDirectors,KeyManagerialPersonnelandotheremployees of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 “Director”meansaDirectorappointedtotheBoardofaCompany.

3.2 “NominationandRemunerationCommittee”meansthecommitteeconstitutedbyVJILBoard in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause49oftheEquityListingAgreement.

3.3 “IndependentDirector”meansaDirectorreferredtoinsub-section(6)ofSection149oftheCompaniesAct,2013andClause49(II)(B)oftheEquityListingAgreement.

3.4 “KeyManagerialPersonnel”means

(i) TheChiefExecutiveOfficerortheManagingDirectorortheManager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) TheChiefFinancialOfficer;and

(v) SuchotherofficerasmaybeprescribedundertheCompaniesAct,2013

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4. Selection of Directors and determining Directors independence:

4.1 Qualificationsandcriteria

4.1.1 The Nomination and Remuneration (NR) Committee, and the Board, shall review on an annual basis, appropriate skills,knowledgeandexperience requiredof theBoardasawholeand itsindividualmembers.TheobjectiveistohaveaBoardwithdiversebackgroundandexperiencethat is relevant for the Company’s global operations.

4.1.2 In evaluating the suitability of individual Board members, the NR Committee may take into account factors, such as:1. General understanding of the Company’s business dynamics, global business and social

perspective;

2. Educational and professional background Standing in the profession;

3. Personal and professional ethics, integrity and values;

4. Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively.

4.1.3 Theproposedappointeeshallalsofulfillthefollowingrequirements:

ShallpossessaDirectorIdentificationNumber;

ShallnotbedisqualifiedundertheCompaniesAct,2013;

Shall give his written consent to act as a Director;

Shall endeavor to attend all Board Meetings and wherever he is appointed as a Committee Member,

The Committee Meetings;

Shall abide by the Code of Conduct established by the Company for Directors and Senior Management Personnel;

Shalldisclosehisconcernorinterestinanycompanyorcompaniesorbodiescorporate,firms,orotherassociationofindividualsincludinghisshareholdingatthefirstmeetingoftheBoardineveryfinancialyearandthereafterwheneverthereisachangeinthedisclosuresalreadymade;Suchother requirementsasmaybeprescribed, fromtime to time,under theCompaniesAct,2013,EquityListingAgreementsandotherrelevantlaws.

4.1.4 TheNRCommitteeshallevaluateeachindividualwiththeobjectiveofhavingagroupthatbestenables the success of the Company’s business.

4.2 Criteria of Independence

4.2.1 The NR Committee shall assess the independence of Directors at the time of appointment / reappointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.

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4.2.2 Thecriteriaofindependence,aslaiddowninCompaniesAct,2013andClause49oftheEquityListingAgreementisasbelow:

An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director—

a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b.

(i) Who is or was not a promoter of the company or its holding, subsidiary or associate company;

(ii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company;

c. who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financialyearsorduringthecurrentfinancialyear;

d. none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting totwopercentormoreofitsgrossturnoverortotalincomeorfiftylakhrupeesorsuchhigher amount as may be prescribed, whichever is lower, during the two immediately precedingfinancialyearsorduringthecurrentfinancialyear;

e. who, neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any ofthethreefinancialyearsimmediatelyprecedingthefinancialyearinwhichheisproposed to be appointed;

(ii) isorhasbeenanemployeeorproprietororapartner,inanyofthethreefinancialyears immediately preceding the financial year in which he is proposed to beappointed, of—

(A) A Firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, itsholding, subsidiary or associate company amounting to ten per cent or more of the gross turnoverofsuchfirm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; Or

(iv) is a Chief Executive or director, by whatever name called, of any nonprofitorganization that receives twenty-five per cent or more of its receipts from thecompany, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

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(v) Is a material supplier, service provider or customer or a lessor or lessee of the company?

f. Shallpossessappropriateskills,experienceandknowledgeinoneormorefieldsoffinance,law, management, sales, marketing, administration, research, corporate governance, technical operations, corporate social responsibility or other disciplines related to the Company’s business.

g. Shallpossesssuchotherqualificationsasmaybeprescribed,fromtimetotime,undertheCompanies Act, 2013.

h. Who is not less than 21 years of age.

4.2.3 TheIndependentDirectorsshallabidebythe“CodeforIndependentDirectors”asspecifiedinSchedule IV to the Companies Act, 2013.

4.3 Other directorships / committee memberships

4.3.1 The Board members are expected to have adequate time and expertise and experience tocontribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as directors of the Company. The NR Committee shall take into account the nature of, and the time involved in a Director’s service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall bePublicLimitedCompanies.

4.3.3 ADirector shallnot serveas an IndependentDirector inmore than7ListedCompaniesandnotmorethan3ListedCompaniesincaseheisservingasaWhole-timeDirectorinanyListedCompany.

4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees across all companies in which he holds directorships. For the purpose of considering the limit of the Committees, Audit Committee and Stakeholders’ Relationship Committee of all Public LimitedCompanies,whether listed or not, shall be included and all other companiesincludingPrivateLimitedCompanies,ForeignCompaniesandCompaniesunderSection8ofthe Companies Act, 2013 shall be excluded.

5. Remuneration to ExecutiveDirectors,KeyManagerial Personnel,Non-ExecutiveDirectorsand other employees:

5.1.1 The Board, on the recommendation of the Nomination and Remuneration (NR) Committee, shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders.

5.1.2 The Board, on the recommendation of the NR Committee, shall also review and approve the remunerationpayabletotheKeyManagerialPersonneloftheCompany.

5.1.3 The remuneration structure to the Executive Directors and Key Managerial Personnel shallinclude the following components:

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(i) Basic Pay(ii) PerquisitesandAllowances(iii) Commission (Applicable in case of Executive Directors)(iv) Retrialbenefits(v) Annual Performance Bonus5.1.4 TheAnnualPlanandObjectives forExecutiveDirectorsandSeniorExecutivesshallbe

reviewed by the NR Committee and Annual Performance Bonus will be approved by the CommitteebasedontheachievementsagainsttheAnnualPlanandObjectives.

5.2 Remuneration to Non-Executive Directors5.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the

remuneration payable to the Non- Executive Directors of the Company within the overall limits approved by the shareholders.

5.2.2 Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profitrelatedcommissioninadditiontothesittingfees.

5.3 Remuneration to other employees5.3.1 Employeesshallbeassignedgradesaccordingtotheirqualificationsandworkexperience,

competencies aswell as their roles and responsibilities in the organization. Individualremuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailingremunerationlevelsforequivalentjobs.

Composition of Remuneration Committee:The Remuneration Committee of the following members

S.No. Name of the Member Designation

1 Mr. G. Nagendra Chairman

2 Mr. J S S Murthy Member

3 RajeshKatragadda Member

-Thecommitteemet2timesduringthefinancialyear2014-15on14.08.2014,27.09.2014attendanceof each Member of Committee is as follows.

S.No. Name of the Member Designation No of Meetings No of Meetings held during the Year attended1 Mr. G.Nagendra Chairman 2 22 Dr. Garima Vashistha Member 2 2 (up to 06.11.2014)3 Mr. J S S Murthy Member 2 24 Mrs. M. Sunitha Member 2 0 (w.e.f. 06.11.2014)

Note: Dr. Garima Vashishtha resigned as Director on 6th November, 2014

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Remuneration paid to Directors during the Financial YearDetails of Remuneration paid to the Executive Directors during the year 2014-15 are as under:

Name of the Director Designation Remuneration (In Rs.)

Satyendra Manchala Chairman & Managing Director 18,86,032 No sitting fees is paid to the other directors of the Company

5. STAKEHOLDER RELATIONSHIP COMMITTEE

a) Terms of Reference:

The terms of reference of the Stakeholder Relationship Committee are as follows:

To supervise and ensure:

(i) Efficient transfer of shares; including review of cases for refusal of transfer /transmission of shares and debentures;

(ii) Redressal of shareholder and investor complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc;

(iii) Issueofduplicate/split/consolidatedsharecertificates;

(iv) Allotment and listing of shares;

(v) Review of cases for refusal of transfer / transmission of shares and debentures;

(vi) Reference to statutory and regulatory authorities regarding investor grievances;

(vii) And to otherwise ensure proper and timely attendance and redressal of investor queriesandgrievances.

b) Composition of Investor Grievance Committee:

The Committee of the following members

S.No. Name of the Member Designation

1 Sri G. Nagendra Chairman

2 Sri M Satyendra Member

3 Sri.RajeshKatragadda Member

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Thecommitteemet4timesduringthefinancialyear2014-15on14.05.2014,27.09.2014,06.11.2014and 10.02.2015 attendance of each Member of Committee is as follows

S.No. Name of the Member Designation No of Meetings No of Meetings held during the Year attended

1 Mr. G.Nagendra Chairman 4 4

2 M J S S Murthy Member 4 4

3 Mrs. M.Sunitha Member 4 2 (w.e.f. 06.11.2014)

4 Dr. Garima Vashishtha Member 4 2 (up to 06.11.2014)

Name&DesignationoftheComplianceOfficer : Mr.MKBhaskaraTeja Company Secretary

No. of shareholders complaints received during the Financial Year : 4No. of complaints solved to the satisfaction of the share holders : 4 No. of pending complaints : Nil

6. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Whistle Blower (Vigil) mechanism provides a channel to the employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the CodesofConductorpolicyandalsoprovidesforadequatesafeguardsagainstvictimizationofemployees by giving them direct access to the Chairman of the Audit Committee in exceptional cases.

The Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

7. LOCATION AND TIME WHERE THE LAST THREE AGMS HELD:

a) The last three Annual General Meetings of the Company were held as under:

Financial Year Date Venue Time

2013-2014 27.09.2014 Tyagaraya Gana Sabha, Chikkadapally, Hyderabad–95 10.00A.M.

2012-2013 19.09.2013 Tyagaraya Gana Sabha, Chikkadapally, Hyderabad–95 10.00A.M.

2011-2012 28.09.2012 Hotel Swagath Conference Hall, Ameerpet ‘X’ Road, Opposite Chowdary Mansion, Hyderabad–16 10.00A.M.

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b) Whether any Special Resolutions passed in the previous 3 Annual General Meetings: - YES

In the AGM held on 27th September, 2014 members vide special resolution Appointed Sri M Satyendra as Chairman & Managing Director for a period of 3 years

c) POSTAL BALLOT:

NOspecialresolutionispassedunderPostalballotduringthefinancialyearunderreview.

No Special Resolution is proposed to be conducted through postal ballot at the ensuing Annual General Meeting.

8. DISCLOSURES

a) Disclosuresonmateriallysignificant relatedparty transactions thatmayhavepotentialconflictwiththeinterestsofCompanyatlarge-NIL

b) Details of non-compliance by the Company, penalties, and structures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capitalmarkets,duringthelastthreeyears-NIL

9. MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, the independent directors met on 10th February, 2015 inter alia to discuss:

1. Evaluation of the performance of Non-Independent directors and the board of directors as a whole.

2. Evaluation of the performance of the chairman of the company, taking into account the views of the Executive and Non-Executive Directors.

3. Evaluation of the quality, content and timelines of flow of information between themanagement and the board that is necessary for the board to effectively and reasonably perform its duties.

10. MEANS OF COMMUNICATION.

Quarterly Results and Annual Results of the Company are normally published in Financial Chronicle and Andhra Bhoomi

AsrequiredbyClause49oftheListingAgreement,ManagementDiscussionandAnalysisreport is a part of the Annual Report.

WebSite:www.vjil.com

11. GENERAL SHAREHOLDER INFORMATION

a) ANNUAL GENERAL MEETING:

Date : 30th September, 2015Time : 10.00 A.M.Venue : TyagarayaGanaSabha,Chikkadapally,Hyderabad–95

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b) FINANCIAL YEAR: 1st April to 31st March

CALENDER OF EVENTS:

Event DatesFirst Quarter un-audited Financial Results Second Week of August, 2015Second Quarter un-audited Financial Results Second Week of November, 2015Third Quarter un-audited Financial Results Second Week of February, 2016FourthQuarterAuditedFinancialResults LastWeekofMay,2016

c) DATES OF BOOK CLOSURE Tuesday, 24th September, 2015 to Wednsday, 30th September, 2015 (Both days Inclusive)

d) DIVIDEND DATE : Within 30 days from the date of declaration at Annual General Meeting.

e) LISTING ON STOCK EXCHANGES

NameoftheStockExchange Address ScripCode

BSELimited PhirozeJeejeebhoyTowers, DalalStreet,Mumbai–400001 517429

f) STOCK DATA: MonthlyHighandLowpricesofVJILConsultingLimitedattheStockExchange,Mumbai

(BSE) and performance in comparison to broad-based indices for the year ended 31st March, 2015 are furnished hereunder.

Month BSELimited Share Price (Rs.) HIGH LOWApril, 2014 9.70 8.25May, 2014 9.85 7.82June, 2014 10.68 7.50July, 2014 13.80 10.30August, 2014 12.60 10.20September, 2014 14.20 8.10October, 2014 10.57 8.62November, 2014 9.92 8.52December, 2014 9.55 8.10January, 2015 8.95 7.90February, 2015 9.19 7.25March, 2015 8.74 7.20

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g) REGISTRAR & TRANSFER AGENTS BigsharesServicesPrivateLimited FlatNo.306,RightWing,3rdfloor, Amrutha Ville Apt., Opp.Yashodha Hospital, RajBhavanRoad,Somajiguda,Hyderabad-500082 Telephone No. 040-23374967 Fax No : 040-23370295 E-mail : bsshyd@bigshareonline.com h) SHARE TRANSFER SYSTEM:

All the physical share transfers received are processed by the Share Transfer Agents M/s. BigsharesServicesPrivateLimited,Hyderabad.TheCompanyhasenteredintoagreementwithbothNSDLandCDSLtodematerializeitsshares,whichenabletheCompany’ssharesto be transferred electronically through Depositories System

i) DEMAT ISIN Number:

Under theDepositorySystemthe InternationalSecurities IdentificationNumber (ISIN)allottedtotheCompany’sEquitySharesbyNSDL&CDSL INE576B01019

k) Distribution of shareholding as on 31st March, 2015

Shares or debenture No. of % Shares / % holding of nominal holders Debentures value of Rs. Amount

1-5000 6249 89.9654 11181460 14.2283

5001-10000 347 4.9957 2901150 3.6917

10001-20000 160 2.3035 2416920 3.0755

20001-30000 40 0.5759 1020370 1.2984

30001-40000 23 0.3311 809250 1.0298

40001-50000 23 0.3311 1053270 1.3403

50001-100000 38 0.5471 2781980 3.5400

100001- above 66 0.9502 56421600 71.7960

TOTAL 6946 100.00 78586000 100.00

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k) Shareholding Pattern as on 31st March, 2015

Sl no Category No. of Shares Held % of Shareholding

A 1 INDIAN PROMOTERS & PROMOTER GROUP Individuals/HinduUndividedFamily 1880943 23.93 Central Government /State Governments Bodies Corporate Financial Institutions/Banks

Sub Total of A1 1880943 23.93

A 2 FOREIGN

Individuals (Non-Residents) Individuals (Foreign Individuals) Bodies Corporate Institutions Any Other (Specify) Sub Total of A2 - -

TOTAL OF A1 +A2 1880943 23.93

B 1. Public Shareholdings Institutions MutualFundsandUTI Banks/Financial Institutions 100 0.00 Central Government/State Government Venture Capital Funds Insurance Companies Foreign Institution Investor Foreign Venture Capital Investors Any Other (Specify)

Sub Total B1 100 0.00

B 2 Non Institutions

Bodies Corporate 294863 3.75 Individuals Individuals share holders holdings 2077299 26.43 nominalsharecapitaluptoRs.1Lakhs

Individual Shareholding holding 2725090 34.68 nominalsharecapitalinexcessofRs.1Lakhs

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Any Other (Specify) 880305 11.20 NRIs/OCBs 875881 11.15 Foreign Collaborators Clearing Members 4424 0.06 Sub Total B2 5977557 76.07

TOTAL OF PUBLIC SHAREHOLDING (B1+B2) 5977657 76.07

C Shares held by Custodian and against which Depository Receipts have been issue Nil -

TOTAL A+B+C 7858600 100

TheCompany’ssharesareavailablefordematerializationonboththeDepositoriesi.e.,NationalSecuritiesDepositoryLimited(NSDL)andCentralDepositoryServices(India)Limited(CDSL).88.75%ofshareshavebeendematerializedason31.03.2015.

l) DEMATERIALIZATION OF SHARES AND LIQUIDITY : Since the Company has already entered into agreementwith both thedepositories, viz.,NSDL andCDSL for dematerialization of its shares,theshareholdersarefreetodematerializetheirsharesandkeepthemindematerializedformwithanyDepository Participant.

m) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity : Not Issued

n) Address for correspondence:

VJIL CONSULTING LIMITED 3rd Floor Western Wing, NCC House, Survey No-64, Madhapur, Hyderabad-500081 Telephone No. 040-23119633, 040-23119634 Fax No : 040-23119614 E-mail :ramakrishna@vjil.com

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CEO & CFO CERTIFICATION:

Mrs.M.Sunitha,ChiefFinancialOfficeroftheCompanygaveannualcertificatesonfinancialreportingand internal controls to the Boards in terms of Clause 49 copy enclosed as annexure

DECLARATION OF MANAGING DIRECTOR ON COMPLIANCE WITH CODE OF CONDUCT AND ETHICS

VJIL CONSULTING LIMITEDhasadoptedCodeofBusinessConductandEthics(“thecode”)whichappliedtoalltheemployeesandDirectoroftheCompany.UndertheCode,itisresponsibilityofallemployeesandDirectorstofamiliarizethemselveswiththeCodeandcomplywithitsStandards.

I, M satyendra, Chairman & Managing Director of the Company hereby certify that the Board members andseniormanagementpersonnelofVJILCONSULTINGLIMITEDhaveaffirmedcompliancewiththeCode of conduct for the Financial Year 2014-15.

Sd/- M. Satyendra (DIN: 01843557) Chairman & Managing Director

Place: Hyderabad Date: 07.09.2015

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REPORT ON CORPORATE GOVERNANCE(UnderClause49oftheListingAgreement)

ToTheMembersofVJILConsultingLimited

We have examined the compliance of the conditions of CorporateGovernance byVJILConsultingLimited (theCompany) for theyear endedMarch31, 2015 as stipulated in clause 49of theListingAgreements of the said Company with Stock Exchanges in India.

The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedure and implementation thereof, adopted by the Company for insuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expressionofopiniononthefinancialstatementsoftheCompany.Inouropinionandtothebestofourinformation and according to the explanations given to us, we certify that the Company has complied withtheconditionsofCorporateGovernanceasstipulatedintheabove-mentionedListingAgreement.We state that in respect of investor grievances received during the year ended 31st March, 2015 no investor grievances are pending for a period exceeding one month against the Company as per the records maintained by Company. We further state that such compliance is neither an assurance as to thefutureviabilityoftheCompanynortheefficiencyoreffectivenesswithwhichthemanagementhasconducted the affairs of the Company.

For P S Raos & Associates Company Secretaries

Sd/- P.S.RAOPlace: Hyderabad Company secretaryDate: 07.09.2015 CP No. 3829

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ANNEXURE-V SECRETARIAL AUDIT REPORT

forthefinancialyearended31stmarch,2015[Pursuant to section 204(1) of the Companies Act, 2013 and rule

No.9 of the Companies (Appointment and Remuneration Personnel)Rules, 2014]

This report is for Audit purpose only.

To,

The Members,

VJILConsultingLimited

Hyderabad

We have conducted the secretarial audit of the compliance of applicable statutory provisions and theadherencetogoodcorporatepracticesbyM/sVJILCONSULTINGLIMITED(hereinaftercalledthe company) having its registered office at 3rd Floor, wesrern wing, NCC House, Survey no:64,Madhapur, Hyderabad-500081, Telangana. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

BasedonourverificationoftheCompanybooks,papers,minutebooks,formsandreturnsfiledandother records maintained by the company and also the information provided by the Company, its officers,agentsandauthorizedrepresentativesduringtheconductofsecretarialaudit,Weherebyreportthatinouropinion,thecompanyhas,duringtheauditperiodcoveringthefinancialyearendedon31stMarch, 2015 complied with the statutory provisions listed hereunder and also that the Company has properBoard-processesandcompliance-mechanisminplacetotheextent,inthemannerandsubjecttothe reporting made hereinafter:

Wehaveexaminedthebooks,papers,minutebooks,formsandreturnsfiledandotherrecordsmaintainedbytheCompanyforthefinancialyearendedon31stMarch,2015accordingtotheprovisionsof:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

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c) TheSecuritiesandExchangeBoardofIndia(IssueofCapitalandDisclosureRequirements)Regulations, 2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; (not applicable during the audit period)

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations, 2008; (not applicable during the audit period)

f) The Securities and Exchange Board of India (Registrars to an 12 Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) TheSecuritiesandExchangeBoardofIndia(DelistingofEquityShares)Regulations,2009;(not applicable during the audit period) and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (not applicable during the audit period)

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) TheListingAgreementsenteredintobytheCompanywithStockExchange(s),

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,Guidelines,Standards,etc.mentionedabovesubjecttothefollowingobservations:

1.ThecompanyhasappointedCompanySecretary&ComplianceOfficeron01stJune,2015

We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out incompliancewiththeprovisionsoftheAct.AdequatenoticeisgiventoallDirectorstoscheduletheBoard Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and asystemexistsforseekingandobtainingfurtherinformationandclarificationsontheagendaitemsbefore the meeting and for meaningful participation at the meeting. All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

Wefurtherreportthatthereareadequatesystemsandprocessesinthecompanycommensuratewiththesizeandoperationsofthecompanytomonitorandensurecompliancewithapplicablelaws,rules,regulations and guidelines.

We further report that during the audit period and information received from the management of the Companytherewerenospecificevents/actionshavingamajorbearingonthecompany’saffairsinpursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

for P S Rao & Associates, Company Secretaries

Place: Hyderabad P S RaoDate: 07.09.2015 Company Secretary C P No: 3829

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AnnexureVIFormNo.MGT-9

EXTRACT OF ANNUAL RETURN AS(Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company (Management

& Administration ) Rules, 2014) Financial Period ended on 31.03.2015

I. REGISTRATION AND OTHER DETAILS:

CIN L74140TG1992PLC014182Registration Date 06th May 1992Name of the company VJIL CONSULTING LIMITEDCategory / Sub Category of Company Company having Share Capital

AddressoftheRegisteredoffice& 3rdFloor,WesternWing,NCCHouse,Contact Details Survey No-64, Madhapur, Hyderabad- 500082WhetherListedCompany Yes(ListedinBSE)Name, Address and Contact details of M/s.BigshareServicesPrivateLimited,Registrar and Transfer Agent, if any Flat No:306, Right Wing, 3rd Floor, Amrutha Ville Apt., Opp:Yashoda Hospital, RajbhavanRoad,somajiguda,Hyderabad-500082.

Telephone No. 040-23374967 Fax No : 040-23370295 E-mail : bsshyd@bigshareonline.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sr. No. Name and Description of main NIC Code of the % to total turnover products/ services Product/ service of the company

1 Software Development 72 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No. Name And CIN/GLN Holding/ % of shares Address of Subsidiary held The Company /Associate

1. MERCURY CINGU72200TG2000PLC033965 Subsidiary 100 OUTSOURCING MANAGEMENTLTD

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IV. SHARE HOLDING PATTERN (Equity Share capital Break up as % to total Equity)a. Category-wise Share Holding

Category of No. of Shares held at the No. of Shares held % Change beginning of the year at the end of the year theyear during Demat Physical Total % of Total Demat Physical Total % of Total Shares Shares

Promoter (1) Indian a)Individual/HUF 1880843 100 1880943 23.93 1880843 100 1880943 23.93 0b) Central Govt. - - - - - - - - -a) State Govt. - - - - - - - - -b) Bodies Corporate - - - - - - - - -c) Banks / FI - - - - - - - - -d) Any Other - - - - - - -Sub-Total (A) (1) 1880843 100 1880943 23.93 1880843 100 1880943 23.93 0(2) Foreign - - - - - - - - -a) NRI’s-Individuals - - - - - - - - -b) Other Individuals - - - - - - - - -c) Bodies Corporate - - - - - - - - -d) Banks / FI - - - - - - - - -e) Any other - - - - - - - - -Sub-Total (A) (2) - -TOTAL SHAREHOLDING OF PROMOTERS 1880843 100 1880943 23.93 1880843 100 1880943 23.93 0B. Public Share Holding 1. Institutions a) Mutual Funds - - - - - - - -b) -Banks / FI’s 100 0 100 0.00 100 0 100 0.00 0c) Central Govt - - - - - - - -d) State Govt - - - - - - - - -e) Venture Capital Funds - - - - - - - - -f) Insurance Companies - - - - - - - - -g) FII’s - - - - - - - -h) Foreign Venture Capital Funds - - - - - - - - -i) Others (Specify) Sub–Total(B)(1) 100 0 100 0.00 100 0 100 0.00 02. Non Institutions a) Bodies Corporate 388809 11100 399909 5.09 283763 11100 294863 3.75 1.34b) Individualsi) Individuals Shareholder 1371744 728511 2100255 26.73 1354988 722311 2077299 26.43 0.30 holding nominal share capitaluptoRs.1Lakhii) Individuals Shareholders 2470025 125500 2595525 33.03 2599590 125500 2725090 34.68 1.65

holding nominal share capital in excess of Rs. 1 lakhc) Any Others (Specify) 855868 26000 881868 11.22 855205 25000 880305 11.20 0.02i) NRI’s / OCB 850706 26000 876706 11.16 850881 25000 875881 11.15 0.01ii) Clearing Members 5162 0 5162 0.07 4424 0 4424 0.06 0.01Sub-Total (B)(2) 5086446 891111 5977557 76.06 5093646 883911 5977557 76.06 0Total public Shareholding 5086546 891111 5977657 76.07 5093746 883911 5977657 76.07 0B=(B)(1)+(B)(2)C. Shares held by Custodian for ADR’s/ GDR’s - - - - - - - - -GRAND TOTAL (A+B+C) 6967389 891211 7858600 100 6974589 884011 7858600 100 0

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b. Shareholdings of Promoters:

Sl Shareholder’s Shareholding at the Shareholding at the % change in No Name beginning of the year end of the year shareholding during the year No. of %of total %of No of % of total % of Shares Shares Shares of Shares Shares Shares of the Pledges/ the Pledged/ company encumbere company encumber d to total ed to total shares

1 M. Sunitha 414117 5.27 0 414117 5.27 0 02 M.SarojiniDevi 7000 0.09 0 7000 0.09 0 03 SancaraKumaari Manchaala 17500 0.22 0 17500 0.22 0 0

4 M Satyendra 130233 16.92 0 1329651 16.92 0 05 Ravindra Manchala 99793 1.27 0 99693 1.27 0 06 Manchala Mallesham 12300 0.16 0 12300 0.16 0 0 TOTAL 1880943 23.93 1880943 23.93

c. Change in Promoters’ Shareholding (please specify, if there is no change)

Sl Particulars Shareholding at the Cumulative Shareholding No beginning of the year during the year

No. of shares % of total No. of % of total shares of the shares shares of the company company

At the beginning of the year 1880943 23.93 1880943 23.93

Date wise Increase / Decrease in Promoters Shareholding during the year NO CHANGE IN SHAREHOLDINGOFPROMOTERS specifyingthereasonsfor DURINGTHEYEAR increase / decrease (e.g. allotment /transfer / bonus/sweatequityetc.):

At the end of the year 1880943 23.93 1880943 23.93

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d. Shareholding of top 10 share holders (other than directors, Promoters and holders of GDR’s and ADR’s)

Sl For Each of the top 10 Shareholding at the Cumulative Shareholding No shareholders beginning of the year during the year

No. of shares % of total No. of % of total shares of the shares shares of the company company

1 Garima Sathi vashishtha 340727 4.34 340727 4.342 ViajyAcharya 300000 3.82 300000 3.823 Anita vikram Dasa 243710 3.10 243710 3.104 Vipul premchand mepa Haria 227251 2.89 227251 2.895 Gudur Padmini 220481 2.81 220481 2.816 Aviansh Vashishtha 200000 2.54 200000 2.547 Ankita Vashishtha 178228 2.27 178228 2.278 KesharamalCjain 165366 2.10 165366 2.109 Vikram Man singh 102549 1.30 102549 1.3010 KrishnaCTandonHUF 97618 1.24 97618 1.24 TOTAL 2075930 26.42 2075930 26.42

e. Shareholding of Directors and Key Manageral personnel

Sl For Each of the Shareholding at the Cumulative Shareholding No DirectorsandKMP beginningoftheyear duringtheyear

No. of shares % of total No. of % of total shares of the shares shares of the company company

1 M. Satyendra 1330233 16.92 1330233 16.92

2 M.Sunitha 414117 5.27 414117 5.27

3 J.S.S.Murthy - - - -

4 Nagendra ganpaa 59,000 0.75 59,000 0.75

5 Dr. Garima Vashishtha 380627 4.84 340727 4.84

Key Manageral personnel

1 M. Satyendra (Managing Director) 1330233 16.92 1330233 16.92

2 M.Sunitha (ChiefFinancialOfficer) 414117 5.27 414117 5.27

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(V). INDEBTEDNESSIndebtedness of the company including interst outstanding / accrued but not due for payment.

SecuredLoans Unsecured Deposit Total excludingdeposits Loans Indebtedness

Indebtedness at the beginningoffinancialyear

(i) Principle Amount - 3,07,60,000 11,97,00,000 15,04,60,000(ii) Interest due but not paid(iii) Interest accrued but not due Total (i+ii+iii) - 3,07,60,000 11,97,00,000 15,04,60,000 Change in indebtednessduringthefinancialyear• Addition - 20,00,000 20,00,000 40,00,000• Reduction 48,75,000 0.00 48,75,000 Net Change 28,75,000 20,00,000 8,75,000

Indebtedness at the end offinancialyear

(iv) Principle Amount - 2,78,85,000* 12,17,00,000** 14,95,85,000(v) Interest due but not paid(vi) Interest accrued but not due Total (i+ii+iii) - 2,78,85,000 12,17,00,000 14,95,85,000

*1. Company has not provided interest on unsecured loans received from various parties due to the requestmadebythecompanyforreduction/waiveroftheinterestduetothefinancialpositionofthe company

**2. Represents security deposit received from the party against property development

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VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNNELA. Remuneration to Managing Director, Whole time Director and / or / Manager

Sl.No Particulars of Remuneration Name of MD / WTD / Manager Total Amount1. Gross Salary MD WTD MANAGER

(a) Salary as per provisions contained 18,86,032 - - 18,86,032 in section 17 (1) of the income tax Act, 1961(b) ValueofPerquisitiesu/s17(2) - - - - Income tax Act, 1961(c) Profitsoflieuofsalaryunder - - - - section 17(3) Income tax Act, 1961

2. Stock Option - - - -

3. SweatEquity - - - -

4. Commission - - - - -As%ofprofit - - - - - Others specify - - - - 5. Others, please specify - - - - Total (A) 18,86,032 - - 18,86,032 Ceiling as per the Act

B. Remuneration to other directors:Sl.No Particulars of Remuneration Name of the Directors Total Amount1. Independent Directors • Feeforattendingboard / committee meetings • Commission • Others,pleasespecify NA NA NA NA NA Total (1) 2. OtherNonExecutiveDirectors • Feeforattendingboard / committee meetings • Commission • Others,pleasespecify NA NA NA NA NA Total (2) Total (B) = (1+2) Total Managerial Remuneration NA NA NA NA NA Overall ceiling as per the Act NA NA NA NA NA

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c. Remuneration to key Managerial Personnel other than MD/MANAGER/WTD

Sl.No ParticularsofRemuneration KeyManagerialPersonnel CEO Company CFO Total Secretary 1 Gross Salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961(b) ValueofPerquisitesu/s17(2) Income-tax Act, 1961(c) Profitsinlieuofsalaryu/s17(3) Income-tax Act 1961 NA NA NA NA

2 Stock Option NA NA NA NA 3 SweatEquity NA NA NA NA 4 Commission -As%ofprofit - Others specify NA NA NA NA 5 Others, please specify NA NA NA NA 6 Total NA NA NA NA

VII. PENALTIES / PUNISHMENTS / COMPOUNDING OF OFFENCES:Type Section of Brief Details of Authority Appeal Description Penalty/ (RD/NCLT? madeifany punishment/ COURT) (giveDetails) Compounding fee imposed COMPANYPenalty NA NA NA NA NAPunishment NA NA NA NA NACompounding NA NA NA NA NA NA NA NA NA NADIRECTORS Penalty NA NA NA NA NAPunishment NA NA NA NA NACompounding NA NA NA NA NA NA NA NA NA NAOTHER OFFICERS IN DEFAULTPenalty NA NA NA NA NAPunishment NA NA NA NA NAcompounding NA NA NA NA NA

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ChiefExecutiveOfficerandChiefFinanceOfficer(CEO&CFO)Certificate:

I,M.Sunitha,ChieffinancialofficerofVJILConsultingLimited,tothebestofourknowledgeandbelief, certify that:

1. IhavereviewedtheBalanceSheetandProfitandLossAccountandallitsschedulesandnotesonaccounts as well as the Cash Flow Statement for the year ended 31.03.2015.

2. To the best of our knowledge and belief:

a. These statements do not contain any untrue statement or omit any material fact or contain statements that might be misleading.

b. thefinancial statementsandotherfinancial information included in this reportpresenttrue and fair view of the Company’s affairs and are in compliance with existing accounting standards and applicable laws and regulations.

3. To the best of our knowledge and belief, there are no transactions entered into by the Company during the year which are fraudulent, illegal or volatile of the Company’s code of conduct.

4. Weacceptresponsibilityforestablishingandmaintaininginternalcontrolsforfinancialreporting.We have evaluated the effectiveness of internal control systems of the Company pertaining to financialreportingandhavedisclosedtotheAuditorsandtheAuditCommittee,deficienciesinthe design or operation of such internal controls, if any, of which we are aware and steps taken or proposedtobetakenforrectifyingthesedeficiencies.

5. a) There has not been any significant change in internal control over financial reporting

during the year under reference;

b) Therehasnotbeenanysignificantchangesinaccountingpoliciesduringtheyearunderreference; and

c) Wearenotawareofanyinstancesduringtheyearofsignificantfraud,withinvolvementthereinofthemanagementoranyemployeehavingasignificantroleintheCompany’sinternalcontrolsystemoverfinancialreporting.

Place : Hyderabad Sd/-Date: 07.09.2015 M. Sunitha (DIN:06741426) ChiefFinancialOfficer

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Annexure-VIIInformation pursuant to Section 197 of the Act

Read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014.

A. Thepercentage increase in remuneration of eachdirector,Chief FinancialOfficer,Chief ExecutiveOfficer,CompanySecretaryduringthefinancialyear2014-15andRatiooftheremunerationofeachdirectortothemedianremunerationoftheemployeesofthecompanyforthefinancialyear2014-15:

Name of the Director Remuneration % increase in Ratio of the of Director Remuneration in remuneration to Forthefinancialyear thefinancial themedian 2014-15 year 2014-15 remuneration of the employees

SATYENDRAMANCHALAManaging Director 18,86,032 34.76% 5.71

KeyManagerialPersonnel NA NA NA

Note:ThemedianremunerationofemployeesoftheCompanyduringthefinancialyearwasRs.330000/-

B.Thepercentageincreaseinthemedianremunerationofemployeesinthefinancialyear:7.12%

C. The number of permanent employees on the rolls of company: 29

D. The explanation on the relationship between average increase in remuneration and companyperformance:

The average increase in the employee remuneration effected during the year 2014-15 is based on the individualperformanceandCompany’sperformanceduringthepreviousfinancialyear2013-14.Theotherfactors considered for revision in remuneration is based on market survey, functional expertise, industry standards etc.

E. Comparison of the remuneration of the Key Managerial Personnel against the performance of the company:AggregateremunerationofKeyManagerialPersonnel(KMP) 18,86,032Revenue 7,57,82,205RemunerationofKMPasa%ofrevenue 2.48%ProfitBeforeTax(PBT) 62,36,931RemunerationofKMPasa%ofPBT 30.23%

F. Variationsinthemarketcapitalizationofthecompany,priceearningsratioasattheclosingdateofthecurrentfinancialyearandpreviousfinancialyearandpercentageincreaseoverdecreaseinthemarketquotationsofthesharesofthecompanyincomparisontotherateatwhichthecompanycameoutwiththe last public offer in case of listed companies

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Particular As at March 31, 2015 As at March 31, 2014 Variation (In Percentage)

Market Capitalisation (in ` Crores) BSELimited 6.28 7.93 (20.81)Price Earnings Ratio BSELimited 10.08 (1.43) 804.89Market Price BSELimited 8.00 10.10 (20.79)

G. Average percentile increase already made in the salaries of employees other than the managerial personnelinthelastfinancialyearanditscomparisonwiththepercentileincreaseinthemanagerialremuneration and justification thereof andpoint out if there are any exceptional circumstances forincrease in the managerial remuneration:

The average increase in the salaries of employees other than the managerial personnel in 2014-15 was 48.62%.ThePercentageincreaseinthemanagerialremunerationforthesamefinancialyearwas34.76%

H. Comparisonof each remunerationof theKeyManagerialPersonnelagainst theperformanceof thecompany:

Name Remuneration Revenue % of revenue PBT % of PBT

Satyendra Manchala 18,86,032 7,57,82,205 2.48% 62,36,931 30.23%

I. The key parameters for any variable component of remuneration availed by the directors: Not Applicable as the directors does not avail any variable component of remuneration

J. The ratio of the remuneration of the highest paid director to that of the employees who are not directorsbutreceiveremunerationinexcessofthehighestpaiddirectorduringtheyear:

Not Applicable as No employee is receiving remuneration in excess of the highest paid Director

K. Affirmationthattheremunerationisaspertheremunerationpolicyofthecompany. ItisherebyaffirmedthattheremunerationpaidtotheDirectorsandKeyManagerialPersonnelareas

per the Nomination and Remuneration Policy of the Company.

By Order Of the Board of Directors ForVJILCONSULTINGLIMITED Sd/- Place: Hyderabad Satyendra Manchala Date: 07.09.2015 (DIN: 01843557) Managing Director

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INDEPENDENT AUDITORS’ REPORTTo TheMembersofVJILConsultingLimited

Report on the Financial Statements

WehaveauditedtheaccompanyingstandalonefinancialstatementsofVJILConsultingLimited(“theCompany”),whichcomprisetheBalanceSheetasat31stMarch,2015,theStatementofProfitandLoss,theCashFlowStatementfortheyearthenended,andasummaryofthesignificantaccountingpoliciesand other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act,2013(“theAct”)withrespecttothepreparationofthesestandalonefinancialstatementsthatgiveatrueandfairviewofthefinancialposition,financialperformanceandcashflowsoftheCompanyin accordance with the accounting principles generally accepted in India, including the Accounting StandardsspecifiedunderSection133oftheAct,readwithRule7oftheCompanies(Accounts)Rules,2014.Thisresponsibilityalsoincludesmaintenanceofadequateaccountingrecordsinaccordancewiththe provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgmentsandestimatesthatarereasonableandprudent;anddesign,implementationandmaintenanceofadequateinternalfinancialcontrols,thatwereoperatingeffectivelyforensuringtheaccuracyandcompletenessoftheaccountingrecords,relevanttothepreparationandpresentationofthefinancialstatements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Ourresponsibilityistoexpressanopiniononthesestandalonefinancialstatementsbasedonouraudit.We have taken into account the provisions of the Act, the accounting and auditing standards and matters whicharerequiredtobeincludedintheauditreportundertheprovisionsoftheActandtheRulesmadethereunder.

WeconductedourauditinaccordancewiththeStandardsonAuditingspecifiedunderSection143(10)oftheAct.ThoseStandardsrequirethatwecomplywithethicalrequirementsandplanandperformtheaudittoobtainreasonableassuranceaboutwhetherthefinancialstatementsarefreefrommaterialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures inthefinancialstatements.Theproceduresselecteddependontheauditor’sjudgment,includingtheassessmentoftherisksofmaterialmisstatementofthefinancialstatements,whetherduetofraudorerror.Inmakingthoseriskassessments,theauditorconsidersinternalfinancialcontrolrelevanttotheCompany’spreparationofthefinancialstatementsthatgiveatrueandfairviewinordertodesignauditprocedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whethertheCompanyhasinplaceanadequateinternalfinancialcontrolssystemoverfinancialreporting

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and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors,aswellasevaluatingtheoverallpresentationofthefinancialstatements.

Webelievethattheauditevidencewehaveobtainedissufficientandappropriatetoprovideabasisforourauditopiniononthestandalonefinancialstatements.

BasisforQualifiedOpinion

1. Note: 32 to the standalonefinancial statementswhich indicates thatNon -provisioning forinvestmentsofRs.608.71Lakhs includingadvanceagainst share capital (Rs.316.60Lakhs) theimpact on the accounts is not ascertained.

2. Note:20.1tothestandalonefinancialstatementswhichindicatesthatthecompanyhasnotprovidedinterest in respect of outstanding long term borrowings of Rs.278.85 lakhs as at 31st March, 2015. The management is in the discussion with the parties of the unsecured loans for reduction/waiver of the interest in respect of the above referred amount. The impact on the accounts is not ascertained.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, except for theeffectsofthemattersdescribedinthebasisforqualifiedopinionparagraphtheaforesaidstandalonefinancialstatementsgivetheinformationrequiredbytheActinthemannersorequiredandgiveatrueandfair view in conformity with the accounting principles generally accepted in India, of the state of affairs oftheCompanyasat31stMarch,2015,anditsprofitanditscashflowsfortheyearendedonthatdate.

Report on Other Legal and Regulatory Requirements

1. AsrequiredbytheCompanies(Auditor’sReport)Order,2015(“theOrder”)issuedbytheCentralGovernment of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure astatementonthemattersspecifiedinparagraphs3and4oftheOrder,totheextentapplicable

2. AsrequiredbySection143(3)oftheAct,wereportthat:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) Inouropinion,properbooksofaccountasrequiredbylawhavebeenkeptbytheCompanyso faras it appears from our examination of those books.

(c) TheBalanceSheet,theStatementofProfitandLoss,andtheCashFlowStatementdealtwith bythis Report are in agreement with the books of account.

(d) Inouropinion,theaforesaidfinancialstatementscomplywiththeAccountingStandardsspecifiedunderSection133oftheAct,readwithRule7oftheCompanies(Accounts)Rules,2014.

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(e) On the basis of the written representations received from the directors as on 31st March, 2015takenonrecordbytheBoardofDirectors,noneofthedirectorsisdisqualifiedason31stMarch, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) TheCompanyhasdisclosedtheimpactofpendinglitigationsonitsfinancialpositioninitsfinancialstatements–ReferNote:28tothefinancialstatements;

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii) ThereisnodelayintransferringamountsrequiredtobetransferredtotheInvestorEducation and Protection Fund by the Company.

For M.Anandam & Co., Chartered Accountants (Firm Regn No. 000125S)

Sd/- S.VenkateswarluPlace : Hyderabad PartnerDate : 30.05.2015 M.No: 022790

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AnnexureRe: VJIL Consulting Limited

TheAnnexurereferredtoinourreporttothemembersoftheCompanyfortheyearendedon31stMarch, 2015. We report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitativedetailsandsituationoffixedassets.

(b) Asexplainedtous,thefixedassetshavebeenphysicallyverifiedbythemanagementinaperiodicalmanner,whichinouropinionisreasonable,havingregardtothesizeoftheCompany and the nature of its business. No material discrepancies were noticed on such physicalverification.

(ii) (a) The inventory consists of computer software and course material only. The computer softwarerepresentsthedevelopmentexpenditureincurredbythecompanyandcapitalizedover the years. As per the Management, this being a software product, the inventory is not physicallyverifiable.TheManagementhasphysicallyverifiedthecoursematerialduringthe year.

(b) Theproceduresofphysicalverificationof inventoriesfollowedbythemanagementarereasonable and adequate in relation to the size of the company and the nature of itsbusiness.

(c) The company has maintained proper records of its inventories. The discrepancies noticed onverificationbetweenthephysicalstocksandbookrecordswerenotmaterial.

(iii) Thecompanyhasnotgrantedany loans,securedor unsecuredtocompanies,firmsorotherparties covered in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is an adequateinternalcontrolsystemcommensuratewiththesizeofthecompanyandthenatureofitsbusiness,forthepurchaseofinventory,fixedassetsandforthesaleofgoods.Duringthecourseofouraudit,nomajorweaknesshasbeennoticedintheinternalcontrolsysteminrespectof these areas.

(v) The Company has not accepted deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Act.

(vii) a) According to the information and explanations given to us and the records of the Company examined by us, the Company is not regular in depositing undisputed statutory dues including provident fund, income-tax, service tax, customs duty, and any other statutory dues as applicable with the appropriate authorities and there were no arrears of outstandingstatutoryduesasatthelastdayofthefinancialyearconcernedforaperiodof more than six months from the date they became payable.

66

Nature of Dues Amount (Rs.)Tax Deducted at source 58,31,697Service tax 5,67,229Provident Fund 57,46,761Professional Tax 11,28,364FringebenefitTax 13,45,137

a) According to the information and explanations given to us and records of the Company examined by us, the particulars of income tax, service tax as at 31st March, 2015 which have not been deposited on account of any dispute pending, are as under:

Name of the Statute Nature of the Dues Amount in Rs. Financial year to Forum where which the disputes are amount relates pending

Income Tax Act, 1961 Income tax 60,41,474 2004-05 High Court of AP

C) The company has been generally regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder within time.

(viii) The Company has accumulated losses of Rs.1697.57 lakhs as at 31st March, 2015 and has not incurredcashlossesinthefinancialyearandintheimmediatelyprecedingfinancialyear.

(ix) TheCompanyhasnotdefaultedinrepaymentofduestoafinancialinstitutionsorbanks.(x) In our opinion and according to the information and explanations given to us, the Company

has not given corporate guarantee for loan taken by the subsidiary from banks or financialInstitutions,thetermsandconditionsarenotprejudicialtotheinterestoftheCompany.

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which the loans were obtained other than amounts temporarily investedpendingutilizationofthefundsfortheintendeduse.

(xii) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For M.Anandam & Co., Chartered Accountants (Regn No. 000125S)

Sd/- S.VenkateswarluPlace : Hyderabad PartnerDate : 30.05.2015 M.No: 022790

67

I. EQUITY AND LIABILITIES (1) Shareholders’ Funds (a) Share Capital 2 78,586,000 78,586,000 (b) Reserves and Surplus 3 (115,888,426) (121,208,874) (2) Non-Current Liabilities (a) Long-termborrowings 4 27,885,000 30,760,000 (b) Deferred tax liabilities (Net) 5 104,650 104,650 (c) OtherLongtermLiabilities 6 121,700,000 119,700,000 (d)Longtermprovisions 7 1,131,623 1,420,551

(3) Current Liabilities (a) Other current liabilities 8 85,301,693 82,566,192 (b) Short-term provisions 9 3,303,681 3,069,024 TOTAL 202,124,221 194,997,543 II. ASSETS (1) Non-current assets (a) Fixed assets (i) Tangible assets 10 30,131,232 29,668,434 (ii) Capital work-in-progress 5,552,963 5,552,963 (b) Non-current investments 11 60,870,994 63,877,974 (c) Longtermloansandadvances 12 17,356,284 13,045,567 (d) Other Non Current Assets 13 - - (2) Current assets (a) Inventories 14 58,588,252 58,588,252 (b) Trade receivables 15 26,592,500 22,277,844 (c) Cashandcashequivalents 16 3,031,996 1,986,509 TOTAL 202,124,221 194,997,543 SignificantAccountingPolicies 1

Particulars Note No. 31st March, 2015 31st March, 2014

BALANCE SHEET AS AT 31ST MARCH, 2015

For and on behalf of the Board

Sd/- Sd/- M.SATYENDRA G.NAGENDRA Chairman & Managing Director Director

Sd/- M. Sunitha ChiefFinancialOfficer

(Amount in )

Thenotesreferredtoaboveformanintegralpartofthefinancialstatements. As per our report of even date attachedFor M. Anandam & Co.,Chartered AccountantsFirm Reg. No. : 000125S Sd/-S.VENKATESWARLU PartnerM.No.022790Place : HyderabadDate : 30.05.2015

68

INCOMEI. Revenue from operations 17 75,782,205 64,206,760 II. Other Income 18 10,000 115,000 Total Revenue (I +II) 75,792,205 64,321,760 EXPENDITURE Employeebenefitexpenses 19 29,485,026 25,256,167Depreciation 10 1,431,720 2,200,075 Finance Cost 20 266,456 - Other Expenses 21 38,372,072 92,112,711 TotalExpenses 69,555,275 119,568,953

Profitbeforetax 6,236,931 (55,247,193)Tax expense: Current tax - - Tax for the earlier years - Deferred tax - - ProfitAfterTax 6,236,931 (55,247,193) Earningsperequityshare: 26 (1) Basic 0.79 (7.03) (2) Diluted 0.79 (7.03) SignificantAccountingPolicies 1

Particulars Note No. 31st March, 2015 31st March2014

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

Thenotesreferredtoaboveformanintegralpartofthefinancialstatements. As per our report of even date attachedFor M. Anandam & Co.,Chartered AccountantsFirm Reg. No. : 000125S Sd/-S.VENKATESWARLU PartnerM.No.022790Place : HyderabadDate : 30.05.2015

(Amount in )

For and on behalf of the Board

Sd/- Sd/- M.SATYENDRA G.NAGENDRA Chairman & Managing Director Director

Sd/- M. Sunitha ChiefFinancialOfficer

69

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

Particulars 31st March, 2015 31st March, 2014A. CASH FLOW FROM OPERATING ACTIVITIES NetProfitbeforeTax 6,236,931 (55,247,193) Adjustments for : Other Income 10,000 (14,297) Depreciation 1,431,720 2,200,075 Interest and Finance charges 266,456 - ProvisionforDoubtfulDebts,LoansandAdvances, Deposits, Accelerated Depreciation - 54,967,922 Decreasee/Increase in Foreign Currency Translation Reserve (636,649) (3,455,387) ProvisionforGratuityandLeaveencashment 100,000 1,171,527 100,000 53,798,313 OperatingProfitBeforeWorkingCapitalChanges 7,408,458 (1,448,880) Changes in Working Capital (Increase)/Decrease in Trade Receivables (4,314,656) (8,139,557) (Increase)/Decrease in Other Current Assets (4,310,717) 22,572,394 Increase/(Decrease)inCurrentLiabilities 2,581,230 (6,044,143) 13,349,179 27,782,016 Cash Flow from Operating Activities 1,364,314 26,333,136 Other Income (10,000) 14,297 Net Cash Flow from Operating Activities 1,354,314 26,347,433 B. CASH FLOW FROM INVESTING ACTIVITIES: Inflow/(Outflow) Net Purchase of Fixed Assets (2,174,350) (2,144,642) Decrease/Increase in non current Investment 3,006,980 (34,667,374) 832,630 - (36,812,016) Net Cash Flow from Investing Activities 832,630 (36,812,016) C. CASH FLOW FROM FINANCING ACTIVITIES: Inflow/(Outflow) Receipt of Security Deposit 2,000,000 1,000,000 ReceiptofLongtermborrowings(Unsecured) (2,875,000) 9,130,313 Interest on unsecured loans (266,456) (1,141,456) 10,130,313 Net Cash Flow from Financing Activities (1,141,456) 10,130,313 D) NET INCREASE / (DECREASE) IN CASHANDCASHEQUIVALENTS:(A+B+C) 1,045,487 (334,270)CashandCashEquivalentsatthebeginningoftheyear 1,986,509 2,320,777CashandCashEquivalentsatthecloseoftheyear(refernote:16) 3,031,996 1,986,509 SignificantAccountingPolicies 1 Note: Theaccompnyingnotesareanintegralpartofthefinancialstatements

(Amount in )

Thenotesreferredtoaboveformanintegralpartofthefinancialstatements.As per our report of even date attachedFor M. Anandam & Co.,Chartered AccountantsFirm Reg. No. : 000125S Sd/-S.VENKATESWARLU PartnerM.No.022790Place : HyderabadDate : 30.05.2015

For and on behalf of the Board

Sd/- Sd/- M.SATYENDRA G.NAGENDRA Chairman & Managing Director Director

Sd/- M. Sunitha ChiefFinancialOfficer

70

Note 1:

SignificantAccountingPolicies:

The accompanying financial statements includes the accounts of head office in India and overseasbranchesinUSAandUK.

a.Basisofpreparationoffinancialstatements

ThefinancialstatementsofVJILConsultingLimitedhavebeenpreparedonahistoricalcostbasisandisin compliance with the mandatory accounting standards as prescribed under section 133 of Companies Act, 2013(the Act) ) read with Rule 7 of the Companies (Accounts) Rules, 2014 as applicable, and the relevant provisions of the Companies Act 2013.

b. Use of estimates

Thepreparationoffinancialstatementsisinconformitywithgenerallyacceptedaccountingprinciples,which requiresmanagement tomake estimates and assumptions that affect the reported amountsofassetsand liabilities, thedisclosureofcontingentassetsand liabilitiesat thedateof thefinancialstatements and the reported amounts of revenues and expenses during the period reported. Examples ofsuchestimatesareusefullivesoffixedassets,percentageofcompletiononuncompletedcontracts,income taxes, post-sales customer support and provisions for doubtful debts. Actual results could differ fromthoseestimates.Thedifferencesbetweenactualresultsandestimatesarerecognizedintheyearinwhichtheresultsareknown/materialized.

c. Revenue recognition

Incomeisrecognizedonthesigningoftheagreementforsaleincaseofdomesticsales.Inthecaseofexports,revenueisrecognizedoncompletionofthedeliveryaspertermsofrelevantagreementoroncompletion basis whichever is earlier.

d.Fixedassets

Fixed assets are stated at cost less accumulated depreciation. Cost includes all direct expenses incurred tobringanassettoworkingconditionforitsintendeduse.Costalsoincludesfinancingcostsrelatingtospecificborrowing(s)attributabletotheacquisitionorconstructionoffixedassets.

e. Depreciation

Depreciation is provided using the straight line method over the useful life of the assets as prescribed under part C of schedule II of the Companies Act, 2013. Depreciation is charged on a pro-rata basis for assets purchased / sold during the period.

f.Employeebenefitplans

Contributions to Provident fund are charged to revenue. The provisions of Payment of Gratuity Act, 1972 are applicable to the Company and provision has been made in the current year on accrual basis.

71

g. Investments - Long term

Securitiesintendedtobeheldforaperiodexceedingoneyearareclassifiedaslongterminvestmentsandarecarriedatcost,lessprovisionsrecordedtorecognizeanydecline,otherthantemporary,inthecarrying value of each investment..

h.Provisionforcurrentanddeferredtax

a).Taxation is provided for under the tax payable method, whereby all income taxes devolving upon the Company are provided for, after considering all eligible allowances and rebates. Any claims by the RevenueAuthoritiesagainsttheCompanyareevaluatedasregardsthelikelihoodoftheircrystallizingintoa liability.Accordingly, the claimsarequantified to theextentaccuratelydeterminableand theprovision recorded or disclosure made depending on the assessment of such likelihood.

b).DeferredTaxisrecognizedforallthetimingdifferences.Deferredtaxassetsarerecognizedwhenconsidered prudent.

i. Foreign currency transactions

The expenditure and income denominated in foreign currency are converted in to rupees by applying the average yearly exchange rate. Current assets and liabilities denominated in foreign currencies are re measured as of Balance sheet at the prevailing exchange rates of the reporting currency and any differencesareaccumulatedunder“ForeignCurrencyTranslationReserve”classifiedunderReservesand Surplus.

Exchangedifferencesattributabletotheacquisitionoffixedassetsareadjustedtothecostof theasset.

TheoperationsofthebranchesatUSAandUKaretreatedasNonintegralforeignoperationsandhencetheexchangefluctuationonrestatementofforeigncurrencyitemsisaccumulatedinForeignCurrencyTranslation Reserve as per AS-11.

j. Borrowing Cost:

Borrowingcoststhatareattributabletotheacquisitionorconstructionofqualifyingassetsarecapitalizedaspartofthecostofsuchassets.Aqualifyingassetisonethatnecessarilytakesasubstantialperiodoftime to get ready for its intended use or sale.

All other borrowing costs are charged to revenue.

k. Prior year adjustments

Significantitemsofincomeandexpenditure,whichrelatetoprioraccountingyears,areaccountedintheProfit&LossAccountunderthehead“Priorperiodadjustments”otherthanthoseoccasionedbyevents occurring during or after the close of the year and which are treated as relatable to the current year.

72

l. Inventories

Inventories are valued at cost.

m. Cash Flow Statement

Cashflowsarereportedusingtheindirectmethod;wherebynetprofitbeforetaxisadjustedfortheeffects of transactions of a non- cash nature and any deferrals or accruals of past or future cash receipts orpayments.Thecashflowsfromregularrevenuegenerating,investingandfinancingactivitiesoftheCompany are segregated.Note - 2 : Share Capital (Amount in )

Particulars 31st Mar 2015 31st Mar 2014

1) AUTHORIZED CAPITAL 90,00,000EquitySharesofRs.10each 90,000,000 90,000,000 90,000,000 90,000,000 2) ISSUED CAPITAL 78,586,000 78,586,000 78,58,600EquitySharesofRs.10each 78,586,000 78,586,000 SUBSCRIBED & PAID UP CAPITAL 78,58,600EquitySharesofRs.10each 78,586,000 78,586,000 Total 78,586,000 78,586,000

2.1.The details of shareholders holding more than 5% shares in the company

31st March 2015 31st March 2014

Name of the Share holder % of share Number % of share Number holding of shares holding of shares

1. Manchala Satyendra 16.93 1,330,233 16.93 1,330,233

2. M.Sunitha 5.27 414,117 5.27 414,117

2.2 Terms / rights attached to equity shares

TheCompanyhasonlyoneclassofequityshareshavingafacevalueofRs.10/-each.Eachshareholderofquityshareisentitledtoonevotepershare.ThecompanydeclaresandpaysdividendsinIndianRupees.

Intheeventofliquidationofthecompany,theequityshareholderswillbeentitledtoreceiveremainingassets of the company,after distribution of all preferential amounts.The distribution will be in roportion tothenumberofequitysharesheldbytheshareholders.

73

Note - 3 : Reserves & Surplus (Amount in )

Particulars 31st Mar 2015 31st Mar 2014 Capital Reserve 9,662 9,662 Total 9,662 9,662 Securities Premium 66,531,316 66,531,316 Total 66,531,316 66,531,316 Surplus/Deficit Opening balance (175,714,298) (120,467,105)Add:Profit/(Loss)transferredfromStatementofProfit&Loss 6,236,931 (55,247,193)Less:AdjustmentforDepreciation 279,833 - Total (169,757,201) (175,714,298) Translation Reserve (12,672,203) (12,035,554) Total (12,672,203) (12,035,554) Total (115,888,426) (121,208,874)

Note - 4 : Long Term Borrowings (Amount in )

Particulars 31st Mar 2015 31st Mar 2014 Unsecured Loans From Related Parties 5,950,000 5,950,000 From Other Parties 21,935,000 24,810,000 27,885,000 30,760,000 Note-5:DeferredTaxLiabilities(Net) Amount in

Particulars 31st Mar 2015 31st Mar 2014 DeferredTaxLiability 104,650 104,650DeferredTaxliabilties(Net) 104,650 104,650 Note - 6 : Other Long term Liabilities Amount in Particulars 31st Mar 2015 31st Mar 2014 Security Deposit 121,700,000 119,700,000 Total 121,700,000 119,700,000

74

Note - 7 : Long Term Provisions Amount in Particulars 31st Mar 2015 31st Mar 2014 ProvisionforEmployeeBenefits Gratuaty&LeaveEncashment 1,131,623 1,420,551

Total 1,131,623 1,420,551 Note - 8 : Other Current Liabilities Amount in Particulars 31st Mar 2015 31st Mar 2014

Others Creditors for Expenses 28,564,884 29,149,325 Statutory Dues 27,400,944 26,509,237 Duties & Taxes Payable 2,988,532 2,951,280 Interest on Borrowings 11,146,863 11,146,863 Rent Payable 5,732,496 5,425,234 Salaries Payable 9,467,974 7,384,254

Total 85,301,693 82,566,193

Note - 9 : Short Term Provisions Amount in

Particulars 31st Mar 2015 31st Mar 2014

ProvisionForEmployeeBenefits: Gratuity&Leaveencashment 3,303,681 3,069,024 Total 3,303,681 3,069,024

75

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76

Note - 11 : Non Current Investments Amount in

Particulars 31st Mar 2015 31st Mar 2014 Investments in Subsidiary Companies Mercury Outsourcing Management - Fully Owned Subsidiary Company (2921060equitysharesofRs.10eachFullypaid) 29,210,600 29,210,600Share Application money - pending allotment 31,660,394 34,667,374 Total 60,870,994 63,877,974 Note - 12 : Long Term Loans and Advances Amount in Particulars 31st Mar 2015 31st Mar 2014

Unsecured,ConsideredGood: Deposits with Governement Departments 309,244 289,447 Employee Advances 1,100,581 264,089 Other Deposits 3,614,412 3,603,239 Other Advances 11,731,244 8,287,988 Tax Deducted at source & service tax receivable 600,803 600,804

Total 17,356,284 13,045,567

Note - 13 : Other Non Current Assets Amount in Particulars 31st Mar 2015 31st Mar 2014

LongTermTradeReceivables UnsecuredConsideredGood - -UnsecuredConsideredDoubtful 93,754,216 91,997,562

Sub total 93,754,216 91,997,562

Less:AllowanceforBadanddoubtfuldebtors 93,754,216 91,997,562 Total - - Note - 14 : Inventory Amount in

Particulars 31st Mar 2015 31st Mar 2014

Computer Software 58,481,134 58,481,134Course Material 107,118 107,118

Total 58,588,252 58,588,252

77

Note - 15 :Trade Receivables Amount in

Particulars 31st Mar 2015 31st Mar 2014

Outstanding for less than six months a)Unsecured,ConsideredGood: 26,592,500 22,277,844

Total 26,592,500 22,277,844 Note - 16 : Cash & Cash Equivalents Amount in

Particulars 31st Mar 2015 31st Mar 2014 Balances with banks -in current account 1,790,360 819,905 Cash on Hand 23,947 286,604 Cash - Imprest 1,217,689 880,000 Total 3,031,996 1,986,509

Note - 17 : Revenue from Operations Amount in Particulars 31st Mar 2015 31st Mar 2014 Consulting Income 75,782,205 64,206,760

`Total 75,782,205 64,206,760 Note - 18 : Other Income Amount in Particulars 31st Mar 2015 31st Mar 2014

Other Income 10,000 115,000

Total 10,000 115,000 Note-19:Employeebenefitexpenses Amount in Particulars 31st Mar 2015 31st Mar 2014

Salaries 27,606,544 24,077,346 Contribution to Provident Fund & Other funds 1,399,307 1,017,167 Employees welfare expenses 479,175 161,654

Total 29,485,026 25,256,167

78

Note - 20 : Finance Costs Amount in Particulars 31st Mar 2015 31st Mar 2014

Interest Expense 266,456 -

Total 266,456 - 20.1 During the year the Company has not provided interest on unsecured loans received from various partiesduetotherequestmadebytheCompanyforreduction/waiverofinterestduetothefinancialposition of the Company.

Note-21:OtherExpenses Amount in Particulars 31st Mar 2015 31st Mar 2014

AdministrativeExpenses Exchange Fluctuation 321,249 100,703 Fuel & Electricity Charges 1,485,445 1,102,866 Insurance 507,434 352,544 Rent 8,853,309 7,427,550 Rates & Taxes 156,254 125,917 Foreign Tour & Traveling Expenses 4,384,695 3,974,988 Bank Charges 247,849 207,852 Conveyance 185,425 221,667 Printing & Stationery 24,597 19,504 Repairs & Maintenance 1,574,419 702,096 Provision for Doubtful Advances - 26,760,416 Provision for Debtors Considered Doubtful - 13-14 - 16,581,603 Provision for Deposits - 1,901,354 Donations 22,500 - Communication Expenses 941,342 844,076 Fixed Assets written off - 9,724,549 OfficeMaintenance 763,183 705,155Maintenance Charges 1,425,255 1,300,650 Auditors Remuneration - Statutory Audit Fees 75,000 75,000 - Tax Audit Fees 25,000 25,000 - Other Matters 50,000 50,000 Legal&ProfessionalCharges 2,298,048 1,915,084AGM Expenses 914,802 261,236 Advertisement 31,396 42,601 Consulting Charges 9,198,900 10,111,129 Watch and ward expenses 247,641 286,084 Pay roll Taxes 149,103 73,492 Subcriptions 61,448 990,958

79

Training Expenses 321,900 268,216 Recruiment charges 156,564 146,064 Refreshment Expenses 133,346 347,848 Interest on TDS - 562,087 AMC charges 6,000 6,112 Misc expenses 845,044 542,400 Business Promotion 1,934,706 3,721,982 Marketing Exps 796,720 568,630 LicencesandRenewals 229,509 63,682Books and periodicals 3,988 1,614

Total (A) + (B) + (c) 38,372,073 92,112,711

Note - 22 : Payments to Auditors Amount in 31st Mar 2015 31st Mar 2014 Statutory Audit Fees 75,000 75,000 Tax Audit Fees 25,000 25,000 Other Matters 50,000 50,000 Out of Pocket Expenses 1,500 1,200 Total 151,500 151,200 Note - 23 : Directors Remuneration Amount in Particulars 31st Mar 2015 31st Mar 2014 Chairman and Managing Director 1,886,037 1,399,492 Total 1,886,037 1,399,492

Note-24:ExpenditureinForeignCurrency Amount in

Particulars 31st Mar 2014 31st Mar 2013 Expenditure 19,866,336 20,011,304 Total 19,866,336 20,011,304 Note - 25 : Earnings in Foreign Currency Amount in Particulars 31st Mar 2015 31st Mar 2014 Earnings 75,782,205 64,206,760 Total 75,782,205 64,206,760

80

Note -26 : Earning Per Share (EPS) Amount in Particulars 31st Mar 2014 31st Mar 2013 ProfitfortheYearaftertax 6,236,931 (55,247,193)NumberofEquityShares 7858600 7858600Earnings Per Share (Basic and Diluted) 0.79 (7.03)FaceValueofeachEquityShare(Rs.) 10 10

Note - 27 : Related Party Transactions-AS 18 : The Company has transactions with the following related parties: a)WhollyownedSubsidiary:MercuryOutsourcingManagementLtd

b)KeyManagementPersonnel: Chairman & Managing Director:- M.Satyendra c) Associate Entity in which Directors have Substantial Interest: TholonsKnowledgeManagementPvtLtd,VishwashreeEnterprisesPvt.Ltd. d)RelativesofKeyManagementPersonnel:M.Sunitha,Ravinder ShankaraKumari,RVSCBose B. The following transactions are carried out with related parties in the course of business

Particulars Subsidiary Keymanagerial Associate Relativesof Companies Persons Entitiesin Keymanagerial which Directors Persons have Substantial Interest

Rendering of Services - 1,886,037 - - Balance oustanding at end of the year 2,350,000 3,600,000

Investment (including Share application pending allotment) 60,870,994 - - -

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Note - 28 : Contingenet Liabilities not provided for Claims against the Company not acknowledged as debt: Particulars Amount in DisputedLiabilityinrespectofIncomeTaxdemandsrelatedto F.Y.2004-05 pending at High Court of A.P. 6,041,474

Note 29.

Detailed break up of party wise/item wise balances with regard to opening balances in respect of majorityoftheassetsandliabilitiesarenotavailablewiththeCompany.Onthebasisreviewmadebythe management necessary provision has already been made in the books of accounts

Note 30.

DuringtheyeartheCompanyhasphysicallyverifiedthefixedassets.TheoldfixedassetsregisteroftheCompanyisnottraceableandthecurrentfixedassetsregisterhasbeenpreparedandupdatedasondate.

Note 31.

CertainLongtermborrowingsofRs.278.85lakhsandothercurrentliabilitiesRs.58.78lakhsaresubjecttoconfirmationandreconciliation.

Note 32.

ThecompanyhasaninvestmentofRs.608.71lakhsinMercuryOutsourcingManagementLtd,subsidiarycompany. In view of the long term involvement of the company in the said company no provision has been made in the accounts for the probable loss that may arise on the same. Note 33: There is a pendig legal dispute against the immovable property located at Manikonda villiage, Ranga Reddy District. However the Company is of the hope in resolving the matter positively. Note 34:

DuestoMicroSmallandMediumEnterprisesTherearenoduestotheSmallscaleIndustrialUndertakingexceeding Rupees one lakh which is outstanding for more than 30 days as per the information available with the Company as on date. Note 35: Previousyear’sfiguresarereclassified/regroupedandrearrangedwherevernecessary.

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Information about the Geographical Segments Amount in ’000 For the year ended 31st March, 2015 For the year ended 31st March, 2014 India Outside Consolidated India Outside Consolidated India India

Revenue External Sales 29,264.75 46,517.46 75,782.21 13,350.92 50,855.84 64,206.76 Inter Segment Sales - - - - - Total Revenue 29,264.75 46,517.46 75,782.21 13,350.92 50,855.84 64,206.76

Segment Result (22,980.10) 29,473.50 6,493.40 (86,206.73) 32,244.03 (53,962.71)Unallocatedcorporateexpenses 1,399.49OperatingProfit 6,493.40 (55,362.20)Interest expense 266.46 - Other income 10.00 115.00Income taxes - - Profitfromordinaryactivities 6,236.94 (55,247.20)Extra ordinary loss Netprofit 6,236.94 (55,247.20)Other information - - - Segment assets 105,555.53 35,096.89 140,652.42 105,327.63 (7,870.71) 97,456.92 Unallocatedcorporateassets 61,471.80 97,312.77Total assets 202,124.22 194,769.70SegmentLiabilities 192,823.18 46603.465 239,426.65 192,536.99 - 192,536.99UnallocatedCorporateLiabilities TotalLiabilities 239,426.65 192,536.99Capital expenditure - - Depreciation 1,431.72 - 1,431.72 2,200.08 2,200.08

Thenotesreferredtoaboveformanintegralpartofthefinancialstatements.As per our report of even date attachedFor M. Anandam & Co.,Chartered AccountantsFirm Reg. No. : 000125S

Sd/-S.VENKATESWARLU PartnerM.No.022790

Place : HyderabadDate : 30.05.2015

For and on behalf of the Board

Sd/- Sd/- M.SATYENDRA G.NAGENDRA Chairman & Managing Director Director

Sd/- M. Sunitha ChiefFinancialOfficer

Note 36: The company is in the business of Software Consulting and Development. The Company’s primary reporting segment is geographical as revenue segment.

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INDEPENDENT AUDITORS’ REPORTTo The Members of VJIL Consulting Limited

Report on Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of VJILConsulting Limited

(hereinafter referred to as “the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) comprising of the Consolidated Balance Sheet as at 31st March, 2015, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group including its Associates and Jointly controlled entities in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers

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internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Holding Company has an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Basis for Qualified Opinion

1. Note: 20.1 to the consolidated financial statements which indicates that the Holding company has not provided interest in respect of outstanding long term borrowings of Rs.278.85 lakhs as at 31st March, 2015. The management is in the discussion with the parties of the unsecured loans for reduction/waiver of the interest in respect of the above referred amount. The impact on the accounts is not ascertained.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the basis for qualified opinion paragraph the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group, as at 31st March, 2015, and their consolidated profit and their consolidated cash flows for the year ended on that date.

Other MattersWe did not audit the financial statements of subsidiary , Mercury Outsourcing Management Limited incorporated in India whose financial statements reflect total assets of Rs.160.35 lakhs as at 31st March, 2015, total revenues of Rs. NIL and net cash flows amounting to Rs. (0.04 Lakhs) for the year ended on that date, as considered in the consolidated financial statements. These financial statements are not audited by us, and our opinion on the financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the report of the other auditor.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports and the financial statements / financial information certified by the Management.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, based on the comments in the auditors’ reports of the Holding company, subsidiary companies, incorporated in India, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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2. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2015 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies incorporated in India, none of the directors of the Group companies, its associate companies and jointly controlled companies incorporated in India is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The consolidated financial statements disclosed the impact of pending litigations on the consolidated financial position of the Group– Refer Note 24 to the consolidated financial statements.

ii. The Group did not have any material foreseeable losses on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund by the Holding Company as on balance sheet date.

For M.Anandam & Co., Chartered Accountants (Firm Regn No. 000125S)

Sd/- S.VenkateswarluPlace : Hyderabad PartnerDate : 30.05.2015 M.No: 022790

86

Annexure to the Auditors’ Report

The Annexure referred to in our report to the members of the Company for the year ended on 31st March, 2015. We report that:

Our reporting on the Order includes one subsidiary company incorporated in India, to which the Order is applicable, which have been audited by other auditor and our report in respect of this entity is based solely on the report of the other auditor, to the extent considered applicable for reporting under the Order in the case of the consolidated financial statements.

(i) (a) The Holding Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets have been physically verified by the management in a periodical manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its business. No material discrepancies were noticed on such physical verification.

(ii) (a) In respect of the inventory of the Holding Company consists of computer software and course material only. The computer software represents the development expenditure incurred by the company and capitalized over the years. As per the Management, this being a software product, the inventory is not physically verifiable. The Management has physically verified the course material during the year.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company has maintained proper records of its inventories. The discrepancies noticed on verification between the physical stocks and book records were not material.

(iii) The Group has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Group and the nature of its business, for the purchase of inventory, fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Group has not accepted deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Act.

(vii) a) According to the information and explanations given to us and the records of the Holding Company examined by us, the Company is not regular in depositing undisputed statutory dues including provident fund, income-tax, service tax, customs duty, and any other statutory dues as applicable with the appropriate authorities and there were no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

87

Nature of Dues Amount (Rs.)Tax Deducted at source 58,31,697Service tax 5,67,229Provident Fund 57,46,761Professional Tax 11,28,364Fringe benefit Tax 13,45,137

b) According to the information and explanations given to us and records of the Holding Company examined by us, the particulars of income tax, service tax as at 31st March, 2015 which have not been deposited on account of any dispute pending, are as under:

Name of the Statute Nature of the Amount in Financial year to Forum where Dues Rs. which the amount disputes relates are pending

Income Tax Act, 1961 Income tax 60,41,474 2004-05 High Court of AP

C) The Holding company has been generally regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder within time.

(viii) The Group has accumulated losses of Rs.1705.59 lakhs as at 31st March, 2015 and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) The Group has not defaulted in repayment of dues to a financial institutions or banks.

(x) In our opinion and according to the information and explanations given to us, the Group has not given corporate guarantee for loan taken by the subsidiary from banks or financial Institutions, the terms and conditions are not prejudicial to the interest of the Company.

(xi) In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which the loans were obtained other than amounts temporarily invested pending utilization of the funds for the intended use.

(xii) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Group was noticed or reported during the year.

For M.Anandam & Co., Chartered Accountants (Firm Regn No. 000125S)

Sd/- S.VenkateswarluPlace : Hyderabad PartnerDate : 30.05.2015 M.No: 022790

88

I. EQUITY AND LIABILITIES (1) Shareholders’ Funds (a) Share Capital 2 78,586,000 78,586,000 (b) Reserves and Surplus 3 (170,559,148) (174,751,705) (2) Non-Current Liabilities (a) Long-term borrowings 4 27,885,000 30,760,000 (b) Deferred tax liabilities (Net) 5 104,650 104,650 (c) Other Long term Liabilities 6 131,440,268 128,669,317 (d) Long term provisions 7 1,131,623 1,420,551 (3) Current Liabilities (a) Other current liabilities 8 85,396,693 82,566,192 (b) Short-term provisions 9 3,303,681 3,069,024 Total 157,288,767 150,424,029 II. ASSETS (1) Non-current assets (a) Fixed assets (i) Tangible assets 10 30,131,232 29,668,434 (ii) Capital work-in-progress 5,552,963 5,552,963 (b) Non-current investments 11 - 3,481,529 (c) Long term loans and advances 12 33,302,869 28,775,258 (d) Other Non Current Assets 13 - (2) Current assets - (a) Inventories 14 58,588,252 58,588,252 (b)Trade receivables 15 26,592,500 22,277,844 (c) Cash and cash equivalents 16 3,120,951 2,079,747

Total 157,288,767 150,424,029 Significant Accounting Policies 1

Particulars Note No. 31st March, 2015 31st March, 2014

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH , 2015 (Amount in )

The notes referred to above form an integral part of the financial statements. As per our report of even date attachedFor M. Anandam & Co.,Chartered AccountantsFirm Reg. No. : 000125S Sd/-S.VENKATESWARLU PartnerM.No.022790Place : HyderabadDate : 30.05.2015

For and on behalf of the Board

Sd/- Sd/- M.SATYENDRA G.NAGENDRA Chairman & Managing Director Director

Sd/- M. Sunitha Chief Financial Officer

89

INCOMEI. Revenue from operations 17 75,782,205 64,206,760 II. Other Income 18 10,000 115,000 Total Revenue (I +II) 75,792,205 64,321,760 EXPENDITURE Employee benefits expense 19 29,485,026 25,256,167 Depreciation 10 1,431,720 2,229,905 Finance Cost 20 266,456 - Other Expenses 21 38,941,688 93,214,340 Total Expenses 70,124,891 120,700,412 Profit before tax 5,667,315 (56,378,652)Tax expense: Current tax - Tax for the earlier years Deferred tax - Profit After Tax 5,667,315 (56,378,652)Earnings per equity share: 22 (1) Basic 0.72 (7.17) (2) Diluted 0.72 (7.17)Significant Accounting Policies 1

Particulars Note No. 31st March, 2015 31st March2014

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015(Amount in )

The notes referred to above form an integral part of the financial statements. As per our report of even date attachedFor M. Anandam & Co.,Chartered AccountantsFirm Reg. No. : 000125S Sd/-S.VENKATESWARLU PartnerM.No.022790Place : HyderabadDate : 30.05.2015

For and on behalf of the Board

Sd/- Sd/- M.SATYENDRA G.NAGENDRA Chairman & Managing Director Director

Sd/- M. Sunitha Chief Financial Officer

90

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

Particulars 31st March, 2015 31st March, 2014A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit before Tax 5,667,315 (56,378,652) Adjustments for : Other Income 10,000 (14,297) Depreciation 1,431,720 2,229,905 Interest and Finance charges 266,456 - Loss on Sale of Fixed Assets 1,061,629 Provision for Doubtful Debts, Loans and Advances, Deposits, Accelerated Depreciation 54,967,922 Trade Payables 10,000 Decreasee/Increase in Foreign Currency Translation Reserve (1,194,924) (3,455,387) Provision for Gratuity and Leave encashment 100,000 613,252 100,000 54,899,772 Operating Profit Before Working Capital Changes 6,280,567 (1,478,880) Changes in Working Capital (Increase)/Decrease in Trade Receivables (4,314,656) (8,139,557) (Increase)/Decrease in Other Current Assets (4,527,610) 22,572,394 Increase/(Decrease) in Current Liabilities 2,676,230 (6,166,036) 13,349,179 27,782,016 Cash Flow from Operating Activities 114,530 26,303,136 Other Income (10,000) 14,297 Net Cash Flow from Operating Activities 104,530 26,317,433 B. CASH FLOW FROM INVESTING ACTIVITIES: Inflow/(Outflow) Net Purchase of Fixed Assets (2,174,350) (2,102,642) Decrease/Increase in non current Investment 3,481,529 (34,667,374) 1,307,179 - (36,770,016) Net Cash Flow from Investing Activities 1,307,179 (36,770,016) C. CASH FLOW FROM FINANCING ACTIVITIES: Inflow / (Outflow) Receipt of Security Deposit 2,770,951 1,000,000 Receipt of Long term borrowings (Unsecured) (2,875,000) 9,130,313 Interest on unsecured loans (266,456) (370,505) 10,130,313 Net Cash Flow from Financing Activities (370,505) 10,130,313 D) NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS: (A+B+C) 1,041,204 (322,270) Cash and Cash Equivalents at the beginning of the year 2,079,747 2,402,017 Cash and Cash Equivalents at the close of the year (refer note:16) 3,120,951 2,079,747

(Amount in )

The notes referred to above form an integral part of the financial statements. As per our report of even date attachedFor M. Anandam & Co.,Chartered AccountantsFirm Reg. No. : 000125S Sd/-S.VENKATESWARLU PartnerM.No.022790Place : HyderabadDate : 30.05.2015

For and on behalf of the Board

Sd/- Sd/- M.SATYENDRA G.NAGENDRA Chairman & Managing Director Director

Sd/- M. Sunitha Chief Financial Officer

91

Note 1:

1. Principles of Consolidation:

The consolidated financial statements consists of VJIL Consulting Ltd (the Company) and its subsidiaries (collectively referred as a “Group”). The consolidated financial statements have been prepared on the following basis:

a) The financial statements of the Company and its subsidiary companies have been combined on line by line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra group balances and intra group transactions resulting in unrealised profits or losses as per Accounting Standard 21- “Consolidated Financial Statements” notified by Companies Act (Accounting Standards) Rules, 2006.

b) In case of foreign subsidiaries being non-integral operations, revenue items are consolidated at the average rate prevailing during the year. All assets and liabilities are converted at the rates prevailing at the end of the year. Any exchange difference arising on consolidation is recognized in the “Foreign Currency Translation Reserve” classified under Reserves and Surplus.

c) The financial statements of subsidiaries used in the consolidation are drawn up to the reporting date as that of the Company i.e. 31st March, 2015.

d) Unaudited financial statements of Mercury Outsourcing Management Limited (located in USA) and Mercury Outsourcing Management Ltd (located in UK) have been considered for consolidation.

e) The list of subsidiary companies which are included in the consolidation and Group’s holdings therein are as under:

Name of the Company Ownership in % either Country of directly or through Incorporation subsidiaries 2014-15 2013-14

A. Subsidiaries:Mercury Outsourcing Management Limited 100 100 India

1. Mercury Outsourcing Management Limited 100 100 USA

a) Mercury Outsourcing Management Limited 100 100 UK

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Significant Accounting Policies

a. Basis of preparation of financial statements

The financial statements of VJIL Consulting Limited have been prepared on a historical cost basis and is in compliance with the mandatory accounting standards as prescribed under section 133 of Companies Act, 2013(the Act) ) read with Rule 7 of the Companies (Accounts) Rules, 2014 as applicable, and the relevant provisions of the Companies Act 2013.

b. Use of estimates

The preparation of financial statements is in conformity with generally accepted accounting principles, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period reported. Examples of such estimates are useful lives of fixed assets, percentage of completion on uncompleted contracts, income taxes, post-sales customer support and provisions for doubtful debts. Actual results could differ from those estimates. The differences between actual results and estimates are recognized in the year in which the results are known / materialized.

c. Revenue recognition

Income is recognized on the signing of the agreement for sale in case of domestic sales. In the case of exports, revenue is recognized on completion of the delivery as per terms of relevant agreement or on completion basis whichever is earlier.

d. Fixed assets

Fixed assets are stated at cost less accumulated depreciation. Cost includes all direct expenses incurred to bring an asset to working condition for its intended use. Cost also includes financing costs relating to specific borrowing(s) attributable to the acquisition or construction of fixed assets.

e. Depreciation

Depreciation is provided using the straight line method over the useful life of the assets as prescribed under part C of schedule II of the Companies Act, 2013. Depreciation is charged on a pro-rata basis for assets purchased / sold during the period.

f. Employee benefit plans

Contributions to Provident fund are charged to revenue. The provisions of Payment of Gratuity Act, 1972 are applicable to the Company and provision has been made in the current year on accrual basis.

g. Investments - Long term

Securities intended to be held for a period exceeding one year are classified as long term investments and are carried at cost, less provisions recorded to recognize any decline, other than temporary, in the carrying value of each investment..

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h. Provision for current and deferred tax

a). Taxation is provided for under the tax payable method, whereby all income taxes devolving upon the Company are provided for, after considering all eligible allowances and rebates. Any claims by the Revenue Authorities against the Company are evaluated as regards the likelihood of their crystallizing into a liability. Accordingly, the claims are quantified to the extent accurately determinable and the provision recorded or disclosure made depending on the assessment of such likelihood.

b). Deferred Tax is recognized for all the timing differences. Deferred tax assets are recognized when considered prudent.

i. Borrowing Cost:

Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use or sale.

All other borrowing costs are charged to revenue.

j. Prior year adjustments

Significant items of income and expenditure, which relate to prior accounting years, are accounted in the Profit & Loss Account under the head “Prior period adjustments” other than those occasioned by events occurring during or after the close of the year and which are treated as relatable to the current year.

k. Inventories

Inventories are valued at cost.

Note - 2 : Share Capital (Amount in )

Particulars 31st Mar 2015 31st Mar 2014

1) Authorised Capital 90,00,000 Equity Shares of Rs.10 each 90,000,000 90,000,000 90,000,000 90,000,000 2) ISSUED CAPITAL 78,58,600 Equity Shares of Rs.10 each 78,586,000 78,586,000

78,586,000 78,586,000SUBSCRIBED & PAID UP CAPITAL 78,58,600 Equity Shares of Rs.10 each 78,586,000 78,586,000 Total 78,586,000 78,586,000

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Note - 3 : Reserves & Surplus (Amount in )

Particulars 31st Mar 2015 31st Mar 2014 Capital Reserve 9,662 9,662 Total 9,662 9,662 Securities Premium 66,531,316 66,531,316 Total 66,531,316 66,531,316 Surplus/Deficit Opening balance (231,298,469) (174,919,817)Add : Loss transferred from Statement of Profit & Loss 5,667,315 (56,378,652)Less: Adjustment for Depreciation 279,833 -

Total (225,910,988) (231,298,469)Translation Reserve (11,189,138) (9,994,214) Total (11,189,138) (9,994,214) Total (170,559,148) (174,751,705)

Note - 4 : Long Term Borrowings (Amount in )

Particulars 31st Mar 2015 31st Mar 2014 Unsecured Loans From Related Parties 5,950,000 5,950,000 From Other Parties 21,935,000 24,810,000 27,885,000 30,760,000 Note - 5 : Deferred Tax Liabilities (Net) Amount in

Particulars 31st Mar 2015 31st Mar 2014 Deferred Tax Liability 104,650 104,650 Deferred Tax liabilties (Net) 104,650 104,650 Note - 6 : Other Long term Liabilities Amount in Particulars 31st Mar 2015 31st Mar 2014 Security Deposit 121,700,000 119,700,000 MOM India 9,740,268 11,667,304 Total 131,440,268 131,367,304

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Note - 7 : Long Term Provisions Amount in Particulars 31st Mar 2015 31st Mar 2014 Provision for Employee Benefits Gratuaty & Leave Encashment 1,131,623 1,420,551

Total 1,131,623 1,420,551 Note - 8 : Other Current Liabilities Amount in Particulars 31st Mar 2015 31st Mar 2014

Others Creditors for Expenses 28,659,884 29,149,325 Statutory Dues 27,400,944 26,509,237 Duties & Taxes Payable 2,988,532 2,951,280 Interest on Borrowings 11,146,863 11,146,863 Rent Payable 5,732,496 5,425,234 Salaries Payable 9,467,974 7,384,254

Total 85,396,693 82,566,193

Note - 9 : Short Term Provisions Amount in

Particulars 31st Mar 2015 31st Mar 2014

Provision For Employee Benefits: Gratuity & Leave encashment 3,303,681 3,069,024 Total 3,303,681 3,069,024

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97

Note - 11 : Non Current Investments Amount in

Particulars 31st Mar 2015 31st Mar 2014 Share Application money - Pending Allotment - 3,481,529

Total - 3,481,529 Note - 12 : Long Term Loans and Advances Amount in Particulars 31st Mar 2015 31st Mar 2014Unsecured, Considered Good : Deposits with Governement Departments 309,244 289,447 Employee Advances 1,100,581 264,089 Other Deposits 3,626,617 3,614,959 Other Advances 27,665,623 24,005,960 Tax Deducted at source & service tax receivable 600,803 600,803

Total 33,302,869 28,775,258

Note - 13 : Other Non Current Assets Amount in Particulars 31st Mar 2015 31st Mar 2014

Long Term Trade Receivables - - Unsecured Considered Good - - Unsecured Considered Doubtful 93,754,216 91,997,562 Sub total 93,754,216 91,997,562 Less: Allowance for Bad and doubtful debtors 93,754,216 91,997,562

Total - -

Note - 14 : Inventory Amount in

Particulars 31st Mar 2015 31st Mar 2014

Computer Software 58,481,134 58,481,134

Course Material 107,118 107,118

Total 58,588,252 58,588,252

98

Note - 15 :Trade Receivables Amount in

Particulars 31st Mar 2015 31st Mar 2014

Outstanding for less than six months a) Unsecured, Considered Good : 26,592,500 22,277,844

Total 26,592,500 22,277,844 Note - 16 : Cash & Cash Equivalents Amount in

Particulars 31st Mar 2015 31st Mar 2014 Balances with banks in current 1,866,688 900,516 Cash on Hand 36,574 299,231 Cash - Imprest 1,217,689 880,000

Total 3,120,951 2,022,783

Note - 17 : Revenue from Operations Amount in Particulars 31st Mar 2015 31st Mar 2014 Consulting Income 75,782,205 64,206,760

`Total 75,782,205 64,206,760 Note - 18 : Other Income Amount in Particulars 31st Mar 2015 31st Mar 2014

Other Income 10,000 115,000

Total 10,000 115,000 Note - 19 : Employee benefits expenses Amount in Particulars 31st Mar 2015 31st Mar 2014

Salaries 27,606,544 24,077,346 Contribution to Provident Fund & Other funds 1,399,307 1,017,167 Employees welfare expenses 479,175 161,654

Total 29,485,026 25,256,167

99

Note - 20 : Finance Costs Amount in Particulars 31st Mar 2015 31st Mar 2014

Interest Expense 266,456 -

Total 266,456 - 20.1 During the year the Holding Company has not provided interest on unsecured loans received from

various parties due to the request made by the Company for reduction/waiver of interest due to the financial position of the Company.

Note - 21 : Other Expenses Amount in Particulars 31st Mar 2015 31st Mar 2014

Administrative Expenses Exchange Fluctuation Expenses 321,249 100,703 Fuel & Electricity Charges 1,485,445 1,102,866 Insurance 507,434 352,544 Rent 8,853,309 7,427,550 Rates & Taxes 156,254 125,917 Foreign Tour & Travelling Expenses 4,384,695 3,974,988 Bank Charges 247,849 207,852 Conveyance 185,425 221,667 Printing & Stationery 24,597 19,504 Repairs & Maintenance 1,574,419 702,096 Provision for Doubtful Advances - 26,760,416 Provision for Debtors Considered Doubtful - 13-14 - 16,581,603 Provision for Deposits - 1,901,354 Donations 22,500 - Communication Expenses 941,342 844,076 Fixed Assets written off - 9,724,549 Office Maintenance 763,250 735,155 Maintenance Charges 1,425,255 1,300,650 Auditors Remuneration - - - Statutory Audit Fees 85,000 85,000 - Tax Audit Fees 25,000 25,000 - Other Matters 50,000 50,000 Legal & Professional Charges 2,298,048 1,915,084 Loss on Sale of Assets - 1,061,629 Prior Period Expenses 559,549 - AGM Expenses 914,802 261,236 Advertisement 31,396 42,601 Consulting Charges 9,198,900 10,111,129 Watch and ward expenses 247,641 286,084 Penalties 149,103 73,492

100

Subcriptions 61,448 990,958 Training Expenses 321,900 268,216 Recruiment charges 156,564 146,064 Refreshment Expenses 133,346 347,848 Interest on TDS - 562,087 AMC charges 6,000 6,112 Misc expenses 845,044 542,400 Business Promotion 1,934,706 3,721,982 Marketing Exp 796,720 568,630 Licences and Renewals 229,509 63,682 Books and periodicals 3,988 1,614 Total (A) + (B) + (c) 38,941,689 93,214,338

Note -22 : Earning Per Share (EPS) Amount in Particulars 31st Mar 2015 31st Mar 2014

Profit for the Year after tax 5,667,315 (56,378,652)Number of Equity Shares 7,858,600 7,858,600 Earnings Per Share (Basic and Diluted) 0.72 (7.03)Face Value of each Equity Share (Rs.) 10 10

Note - 23 : Related Party Transactions-AS 18 : A) The Company has transactions with the following related parties: a) Wholly owned Subsidiary: Mercury Outsourcing Management Ltd b) Step down Subsidaries : Mercury Outsourcing Management Limited- US Mercury Outsourcing Management Limited-Uk c) Key Management Personnel: Chairman & Managing Director:- M.Satyendra d) Associate Entity in which Directors have Substantial Interest: Tholons Knowledge Management Pvt Ltd, Vishwashree Enterprises Pvt Ltd e) Relatives of Key Management Personnel: M.Sunitha, Ravinder, Shankara Kumari, RVSC Bose

101

B) The following transactions are carried out with related parties in the course of business

Particulars Subsidiary Key managerial Relatives of Companies Persons Key managerial Persons Rendering of Services 1,886,037 Balance oustanding at end of the year 2,350,000 3,600,000

Note - 24 : Contingenet Liabilities not provided for Claims against the Company not acknowledged as debt: Particulars Amount in Disputed Liability in respect of Income Tax demands related to F.Y.2004-05 pending at High Court of A.P. 6,041,474

Note 25.

In holidng company Detailed break up of party wise/item wise balances with regard to opening balances in respect of majority of the assets and liabilities are not available with the Company. On the basis review made by the management necessary provision has already been made in the books of accounts Note 26.

In holding company during the year the Company has physically verified the fixed assets. The old fixed assets register of the Company is not traceable and the current fixed assets register has been prepared and updated as on date. Note 27.

In holding company Certain Long term borrowings of Rs.278.85 lakhs, other long term liabilities 97.40 lakhs and other current liabilities Rs.58.78 lakhs are subject to confirmation and reconciliation. Note 28:

In holding company there is a pendig legal dispute against the immovable property located at Manikonda villiage, Ranga Reddy District. However the Company is of the hope in resolving the matter positively.

102

Note 29:

Dues to Micro Small and Medium Enterprises There are no dues to the Small scale Industrial Undertaking exceeding Rupees one lakh which is outstanding for more than 30 days as per the information available with the Company as on date. Note 30:

Previous year’s figures are reclassified /regrouped and rearranged wherever necessary.

103

Information about the Geographical Segments Amount in ’000 For the year ended 31st March, 2015 For the year ended 31st March, 2014 India Outside Consolidated India Outside Consolidated India India

Revenue External Sales 29,264.75 46,517.46 75,782.21 13,350.92 50,855.84 64,206.76 Inter Segment Sales - - - - - Total Revenue 29,264.75 46,517.46 75,782.21 13,350.92 50,855.84 64,206.76

Segment Result (22,980.10) 29,473.50 6,493.40 (86,206.73) 32,244.03 (53,962.71)Unallocated corporate expenses 569.60 1,399.49 Operating Profit 5,923.78 (55,362.20)Interest expense 266.46 - Other income 10.00 115.00Income taxes - - Profit from ordinary activities 5,667.32 (55,247.20)Extra ordinary loss Net profit 5,667.32 (55,247.20)Other information - - - Segment assets 44,774.53 51,042.44 95816.97 105,327.63 (7,870.71) 97,456.92 Unallocated corporate assets 61,471.80 97,312.77 Total assets 157,288.77 194,769.70Segment Liabilities 131,952.18 25,336.585 157,288.77 192,536.99 - 192,536.99 Unallocated Corporate Liabilities Total Liabilities 157,288.77 192,536.99 Capital expenditure - - Depreciation 1,431.72 - 1,431.72 2,200.08 2,200.08

The notes referred to above form an integral part of the financial statements.As per our report of even date attachedFor M. Anandam & Co.,Chartered AccountantsFirm Reg. No. : 000125S

Sd/-S.VENKATESWARLU PartnerM.No.022790

Place : HyderabadDate : 30.05.2015

For and on behalf of the Board

Sd/- Sd/- M.SATYENDRA G.NAGENDRA Chairman & Managing Director Director

Sd/- M. Sunitha Chief Financial Officer

Note 31: The group is in the business of Software Consulting and Development. The Group primary reporting segment is geographical as revenue segment.

104

105

E-VOTING PROCESSProcess and manner for members opting for e-voting are as under:The Company is offering e-voting facility to its members enabling them to cast their votes electronically. The Company has signed an agreement with M/s Central Depository Services (India) Limited (CDSL) for facilitating e-voting to enable the shareholders to cast their votes electronically pursuant to Rule 20 of Companies (Management and Administration) Rules, 2014. The instructions for e-voting are as under: (i) The voting period begins on Saturday 26th September, 2015 at 10.00 A.M and ends on Tuesday 29th

September, 2015 at 05.00 P.M. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 23rd September 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com during the voting period(iii) Click on “Shareholders” tab.(iv) Now, select the “VJIL CONSULTING LIMITED” from the drop down menu and click on “SUBMIT”(v) Now Enter your User ID a. ForCDSL:16digitsbeneficiaryID,b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the Company.(vi) NextentertheImageVerificationasdisplayedandClickonLogin.(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used. (viii) Ifyouareafirsttimeuserfollowthestepsgivenbelow:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Memberswho have not updated their PANwith the Company/Depository Participant arerequestedtousethefirsttwolettersoftheirnameandthe8digitsofthesequencenumberinthePANfield.

• In case the sequencenumber is less than 8digits enter the applicablenumber of 0’s beforethenumberafterthefirsttwocharactersofthenameinCAPITALletters.Eg.IfyournameisRameshKumarwithsequencenumber1thenenterRA00000001inthePANfield

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in your demat account or in the company records for theBank said demat account or folio.Details

• PleaseentertheDOBorDividendBankDetailsinordertologin.Ifthedetailsarenotrecordedwith the depository or company please enter the member id / folio number in the Dividend Bankdetailsfieldasmentionedininstruction(v).

106

(ix) After entering these details appropriately, click on “SUBMIT” tab.(x) Members holding shares in physical form will then directly reach the Company selection screen. However,

members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required tomandatorilyentertheirloginpasswordinthenewpasswordfield.Kindlynotethatthispasswordistobealso used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not toshareyourpasswordwithanyotherpersonandtakeutmostcaretokeepyourpasswordconfidential.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for the relevant <Company Name> on which you choose to vote.(xiii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/

NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.(xv) Afterselectingtheresolutionyouhavedecidedtovoteon,clickon“SUBMIT”.Aconfirmationboxwillbe

displayed.Ifyouwishtoconfirmyourvote,clickon“OK”,elsetochangeyourvote,clickon“CANCEL”and accordingly modify your vote.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.(xvii) You can also take out print of the voting done by you by clicking on “Click here to print” option on the

Voting page.(xviii) IfDemataccountholderhasforgottenthepasswordthenentertheUserIDandtheimageverificationcode

and click on Forgot Password & enter the details as prompted by the system.(xix) Note for Institutional Shareholders• Institutional shareholders (i.e.other than Individuals,HUF,NRIetc.)are required to logon tohttps://

www.evotingindia.co.in and register themselves as Corporate. • AscannedcopyoftheRegistrationFormbearingthestampandsignoftheentityshouldbeemailedto

helpdesk.evoting@cdslindia.com.• Afterreceivingthelogindetailstheyhavetocreatecomplianceusershouldbecreatedusingtheadmin

login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• Thelistofaccountsshouldbemailedtohelpdesk.evoting@cdslindia.comandonapprovaloftheaccountsthey would be able to cast their vote.

• AscannedcopyoftheBoardResolutionandPowerofAttorney(POA)whichtheyhaveissuedinfavourofthe Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.co.in under help section or write an email to helpdesk.evoting@cdslindia.com.

14. Kindly note that the shareholders can opt only one mode of voting i.e. either by e-voting or physical mode. If you are opting for e-voting, then do not vote by physically also and vice versa. However, in case shareholders cast their vote physically and e-voting, then voting done through e-voting will prevail and voting done physically will be treated as invalid.

15. The Company has appointed Mr. Yellareddy Vootkuri, Practicing Chartered Accountant, Hyderabad as Scrutinizer for conducting the e-voting process for the Annual General Meeting

107

ATTENDANCE SLIP FOR ANNUAL GENERAL MEETING(To be surrendered at the venue of the meeting)

I certify that I am a registered shareholder/proxy/representative for the registered shareholder(s) of Vjil Consulting Limited.

I hereby record my presence at the 23rd Annual General Meeting of the shareholders of Vjil Consulting Limited on Wednesday 30th September, 2015 at 10.00 A.M. at Tyagaraya Gana Sabha, Chikkadpalli, Hyderabad – 500095.

DP ID* Reg. Folio No.

Client ID* No of Shares

*Applicable if shares are held in electronic form

Name and Address of Member

____________________________________________ Signature of Shareholder/ Proxy/ Representative (Please Specify)

109

Form No. MGT-11Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of theCompanies (Management and Administration) Rules, 2014]

CIN : L74140TG1992PLC014182 Name of the Company : VJIL CONSULTING LIMITED

RegisteredOffice : 3rd Floor Western Wing, NCC House, Survey No-64, Madhapur, Hyderabad-500081. Name of the Member : Registered Address : Email ID : Folio No/ Client ID : DP ID.: I/We, being the member(s) of ___________ shares of the above named company, hereby appoint

1. Name:

Address

Email ID

Or failing him

2. Name:

Address

Email ID

Or failing him

3. Name:

Address

Email ID

Or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 23rd Annual general meeting of the company, to be held on the 30th day of September, 2015 10:00. a.m. at Tyagaraya Gana Sabha, Chikkadpalli, Hyderabad-500095 and at any adjournment thereof in respect of such resolutions as are indicated below:

Signature

Signature

Signature

110

Sl no Resolutions For Against

1 Consider and adopt Audited financial statements as at31.03.2015andstatementofprofitandlossaccounts fortheyear ended and the reports of the board of Directors and Auditors

2 Re-appointment of Sri.M Satyendra as Director who retires by rotation

3 Appointmentofstatutoryauditorandfixtheirremunerationforthefinancialyear2015-2016

4 Appointment of Mrs. M. Sunitha as Director

5 Appointment of Sri. Rajesh Katragadda as independent Director

6 Adoption of new set of Articles of Association of the Company containingregulationsinconfirmitywiththeCompaniesAct,2013

7 Increase in the Authorised Share Capital

8 Change of Name of the Company

9 Revision of remunaration of Sri M. Satyendra as Chairman & Managing Director

10 Preferential issue of equity shares and warrants

Signed this …………. day of ………………. 2015.

Signature of shareholder: Signature of Proxy holder(s):

Note: This form of proxy in order to be effective should be duly completed and deposited at the RegisteredOfficeoftheCompany,notlessthan48hoursbeforethecommencementoftheMeeting.

111

NOTES

112

NOTES

116

If undelivered please return to:

VJIL CONSULTING LIMITEDRegistered Office : 3rd Floor Western Wing, NCC House, Survey No-64, Madhapur, Hyderabad-500081.